Common use of Make Whole Clause in Contracts

Make Whole. If within twelve months following the date of the termination of Executive’s employment by the Company Parties without Cause or as a result of Executive’s death or Disability or Executive’s resignation for Good Reason (i) a Sale of the Company or a Public Offering occurs and (ii) the distributions per unit received (whether or not received within such twelve month period) in the liquidation of Investors LLC by holders of vested Common Units in respect of their vested Common Units or the public offering price per share of common stock of the Company (net of any underwriting discounts but including the fair market value of all dividends and distributions declared or paid by the Company to the holders of Common Stock after the date of Executive’s termination of employment to and including the date of such transaction), as the case may be, exceed the price per unit paid for any Vested Securities as determined in accordance with subparagraph (g) above, each seller of Vested Securities shall be entitled to receive an upward adjustment in the Repurchase Price for the Vested Securities sold by such seller, if any, pursuant to a Call Notice. The excess of (x) the amount which such sellers of Vested Securities would have received in such Sale of the Company or Public Offering assuming the sale in such transaction of all Vested Securities purchased pursuant to such Call Notice, over (y) the amount which such sellers of Vested Securities received from the sale of Vested Securities upon exercise of the Call Option (the amount of such excess, the “Additional Proceeds”) shall be paid to the applicable seller of Vested Securities by the buyer thereof by certified or cashier’s check or wire transfer of funds to the applicable seller of Vested Securities upon consummation of such Sale of the Company (or at such later time as holders of Investors LLC Common Units receive the distributions described in clause (ii) above) or upon the consummation of such Public Offering, as the case may be.

Make Whole. If After Executive has become an employee of any of the Company Parties, if within twelve months following the date of the termination of Executive’s employment by the Company Parties without Cause or as a result of Executive’s death or Disability or Executive’s resignation for Good Reason (i) a Sale of the Company or a Public Offering occurs and (ii) the distributions per unit received (whether or not received within such twelve month period) in the liquidation of Investors LLC by holders of vested Common Units in respect of their vested Common Units or the public offering price per share of common stock of the Company (net of any underwriting discounts but including the fair market value of all dividends and distributions declared or paid by the Company to the holders of Common Stock after the date of Executive’s termination of employment to and including the date of such transaction), as the case may be, exceed the price per unit paid for any Vested Securities as determined in accordance with subparagraph (g) above, each seller of Vested Securities shall be entitled to receive an upward adjustment in the Repurchase Price for the Vested Securities sold by such seller, if any, pursuant to a Call Notice. The excess of (x) the amount which such sellers of Vested Securities would have received in such Sale of the Company or Public Offering assuming the sale in such transaction of all Vested Securities purchased pursuant to such Call Notice, over (y) the amount which such sellers of Vested Securities received from the sale of Vested Securities upon exercise of the Call Option (the amount of such excess, the “Additional Proceeds”) shall be paid to the applicable seller of Vested Securities by the buyer thereof by certified or cashier’s check or wire transfer of funds to the applicable seller of Vested Securities upon consummation of such Sale of the Company (or at such later time as holders of Investors LLC Common Units receive the distributions described in clause (ii) above) or upon the consummation of such Public Offering, as the case may be.

Make Whole. If within twelve months following the date of the termination of Executive’s employment by the Company Parties without Cause or as a result of Executive’s death or Disability or Executive’s resignation for Good Reason (i) a Sale of the Company or a Public Offering occurs and (ii) the distributions per unit received (whether or not received within such twelve month period) in the liquidation of Investors LLC by holders of vested Common Units in respect of their vested Common Units or the public offering price per share .share of common stock of the Company (net of any underwriting discounts but including the fair market value of all dividends and distributions declared or paid by the Company to the holders of Common Stock after the date of Executive’s termination of employment to and including the date of such transaction), as the case may be, exceed the price per unit paid for any Vested Securities as determined in accordance with subparagraph (g) above, each seller of Vested Securities shall be entitled to receive an upward adjustment in the Repurchase Price for the Vested Securities sold by such seller, if any, pursuant to a Call Notice. The excess of (x) the amount which such sellers of Vested Securities would have received in such Sale of the Company or Public Offering assuming the sale in such transaction of all Vested Securities purchased pursuant to such Call Notice, over (y) the amount which such sellers of Vested Securities received from the sale of Vested Securities upon exercise of the Call Option (the amount of such excess, the “Additional Proceeds”) shall be paid to the applicable seller of Vested Securities by the buyer thereof by certified or cashier’s check or wire transfer of funds to the applicable seller of Vested Securities upon consummation of such Sale of the Company (or at such later time as holders of Investors LLC Common Units receive the distributions described in clause (ii) above) or upon the consummation of such Public Offering, as the case may be.