Common use of Mandatory Calls Clause in Contracts

Mandatory Calls. Upon the occurrence of a Call Event (as defined in the LLC Agreement), the Company shall require the Participant to sell all, but not less than all, and Company shall purchase all, but not less than all, of the Participant's then-vested Options in an amount equal to the product of (A) the difference between (i) the lower of (x) the Original Purchase Price and (y) the Fair Value Price as of the date of termination, and (ii) the Exercise Price, times (B) the number of Common Units covered by such Options; provided, however, that upon the occurrence of a Call Event due to the Participant's death, Disability, Retirement, termination of the employment of a Participant without Cause or resignation with Good Reason, the price paid for the then-vested Options shall be an amount equal to the product of (A) the difference between (i) the greater of the Original Purchase Price and the Fair Value Price as of the date of death, Disability, Retirement, termination without Cause or resignation with Good Reason, and (ii) the Exercise Price, times (B) the number of Common Units covered by such Options.

Mandatory Calls. Upon the occurrence of a Call Event (as defined in the LLC Agreement), the Company shall require the Participant to sell all, but not less than all, and the Company shall purchase all, but not less than all, of the Participant's ’s then-vested Options in an amount equal to the product of (A) the difference between (i) the lower of (x) the Original Purchase Price and (y) the Fair Value Price as of the date of termination, and (ii) the Exercise Price, times (B) the number of Common Units covered by such Options; provided, however, that upon the occurrence of a Call Event due to the Participant's ’s death, Disability, Retirement, termination of the employment of a Participant without Cause or resignation with Good Reason, the price paid for the then-vested Options shall be an amount equal to the product of (A) the difference between (i) the greater of the Original Purchase Price and the Fair Value Price as of the date of death, Disability, Retirement, termination without Cause or resignation with Good Reason, Reason and (ii) the Exercise Price, times (B) the number of Common Units covered by such Options.

Mandatory Calls. Upon the occurrence of a Call Event (as defined in the LLC Agreement), the Company shall require the Participant to sell all, but not less than all, and Company shall purchase all, but not less than all, of the Participant's ’s then-vested Options in an amount equal to the product of (A) the difference between (i) the lower of (x) the Original Purchase Price and (y) the Fair Value Price as of the date of termination, and (ii) the Exercise Price, times (B) the number of Common Units covered by such Options; provided, however, that upon the occurrence of a Call Event due to the Participant's ’s death, Disability, Retirement, termination of the employment of a Participant without Cause or resignation with Good Reason, the price paid for the then-vested Options shall be an amount equal to the product of (A) the difference between (i) the greater of the Original Purchase Price and the Fair Value Price as of the date of death, Disability, Retirement, termination without Cause or resignation with Good Reason, and (ii) the Exercise Price, times (B) the number of Common Units covered by such Options.