Common use of Management Stockholder Matters Clause in Contracts

Management Stockholder Matters. In connection with Executive’s participation as a party to the Management Stockholder’s Agreement applicable to stock purchased by, and equity awarded to Executive, the following shall apply: (i) The Company shall recommend that the Board extend to Executive “Piggyback Registration Rights” under the terms of the Management Stockholder’s Agreement (all capitalized terms used in this Section 19(t) and not otherwise defined in this Agreement shall be as defined in the Management Stockholder’s Agreement); (ii) If a Change of Control (as defined in the Management Stockholder’s Agreement) occurs within 180 days after the Repurchase Calculation Date in connection with a Section 6(b) Call, the Fair Market Value used to calculate the purchase price in connection with the exercise of a Call Option shall be adjusted as a result of the Change of Control, such that the Company shall pay Executive the excess, if any, of (x) the per share price paid in respect of Common Stock in such Change of Control over (y) the applicable aggregate purchase price used in the Call Option, multiplied by the number of shares of Common Stock repurchased by the Company under such Call Option (whether purchased directly or through the Company’s payment in cancellation for shares subject to stock options held by Executive); and (iii) For purposes of Section 23 of the Management Stockholder’s Agreement, the post-termination provisions of this Agreement shall be controlling and any determination as to whether Executive is in violation of Section 23 of the Management Stockholder’s Agreement shall be by reference to the post-termination provisions of this Agreement, except that Section 23(c) shall continue to apply (and the reference to Section 23(a) contained therein shall instead refer to Sections 12 through 16 of this Agreement).

Management Stockholder Matters. In connection with Executive’s participation as a party to the Management Stockholder’s Agreement applicable to stock purchased by, and equity awarded to Executive, the following shall apply: (i) The Company shall recommend that the Board extend to Executive “Piggyback Registration Rights” under the terms of the Management Stockholder’s Agreement (all capitalized terms used in this Section 19(t) and not otherwise defined in this Agreement shall be as defined in the Management Stockholder’s Agreement);; and (ii) If a Change of Control (as defined in the Management Stockholder’s Agreement) occurs within 180 days after the Repurchase Calculation Date in connection with a Section 6(b) Call, the Fair Market Value used to calculate the purchase price in connection with the exercise of a Call Option shall be adjusted as a result of the Change of Control, such that the Company shall pay Executive the excess, if any, of (x) the per share price paid in respect of Common Stock in such Change of Control over (y) the applicable aggregate purchase price used in the Call Option, multiplied by the number of shares of Common Stock repurchased by the Company or Holdings under such Call Option (whether purchased directly or through the Company’s payment in cancellation for shares subject to Holdings stock options held by Executive); and (iii) For purposes of Section 23 of the Management Stockholder’s Agreement, the post-termination provisions of this Agreement shall be controlling and any determination as to whether Executive is in violation of Section 23 of the Management Stockholder’s Agreement shall be by reference to the post-termination provisions of this Agreement, except that Section 23(c) shall continue to apply (and the reference to Section 23(a) contained therein shall instead refer to Sections 12 through 16 of this Agreement).

Management Stockholder Matters. In connection with Executive’s participation as a party to the Management Stockholder’s Agreement applicable to stock purchased by, and equity awarded to Executive, the following shall apply: (i) The Company shall recommend that the Board extend to Executive “Piggyback Registration Rights” under the terms of the Management Stockholder’s Agreement (all capitalized terms used in this Section 19(t) and not otherwise defined in this Agreement shall be as defined in the Management Stockholder’s Agreement); (ii) If a Change of Control (as defined in the Management Stockholder’s Agreement) occurs within 180 days after the Repurchase Calculation Date in connection with a Section 6(b) Call, the Fair Market Value used to calculate the purchase price in connection with the exercise of a Call Option shall be adjusted as a result of the Change of Control, such that the Company shall pay Executive the excess, if any, of (x) the per share price paid in respect of Common Stock in such Change of Control over (y) the applicable aggregate purchase price used in the Call Option, multiplied by the number of shares of Common Stock repurchased by the Company or Holdings under such Call Option (whether purchased directly or through the Company’s payment in cancellation for shares subject to Holdings stock options held by Executive); and (iii) For purposes of Section 23 of the Management Stockholder’s Agreement, the post-termination provisions of this Agreement shall be controlling and any determination as to whether Executive is in violation of Section 23 of the Management Stockholder’s Agreement shall be by reference to the post-termination provisions of this Agreement, except that Section 23(c) shall continue to apply (and the reference to Section 23(a) contained therein shall instead refer to Sections 12 through 16 of this Agreement).