Common use of Purchase and Sale of Executive Units Clause in Contracts

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 Class A Units at a price of $1.00 per unit and 1,103.15 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.25% Membership Interest in ACR Management for $3,216.46, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 Class B Units at a price of $0.70 per unit and 11,142.93 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 to Holdings. (b) Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 Class A Units at a price of $1.00 per unit and 1,103.15 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.25% Membership Interest in ACR Management for $3,216.46, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 5,571.47 Class B Units at a price of $0.70 per unit and 11,142.93 5,571.47 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 6,128.62 to Holdings. (b) Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 0 Class A Units at a price of $1.00 per unit and 1,103.15 0 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.250% Membership Interest in ACR Management for $3,216.460, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 16,714.40 Class B Units at a price of $0.70 per unit and 11,142.93 16,714.40 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, ---------------------- Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, ------------- and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 0 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 18,385.84 to Holdings. (b) Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, Executive shall (i) Executive shall purchase, and Bain/ACR the Company shall sell, 9,928.35 999.123 Class A Units at a price of $1.00 100 per unit and 1,103.15 unit, 191.015 Class L Units at a price of $81.00 8,100 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.25% Membership Interest in ACR Management for $3,216.46, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 937.474 Class B Units at a price of $0.70 0.01 per unit and 11,142.93 997.313 Class C Units at a price of $0.40 0.01 per unit and (ii) cause the Trustee for the benefit of the IRAs to purchase, and the Company shall sell an aggregate of, 720.010 Class A Units at a price of $100 per unit, 0 Class L Units at a price of $8,100 per unit, 0 Class B Units at a price of $0.01 per unit and 0 Class C Units at a price of $0.01 per unit. Holdings The Company shall deliver to each of Executive and the Trustee for the benefit of the IRAs an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings Company's limited liability company agreement (the "Partnership Operating Agreement") indicating each of Executive's and the IRAs' ownership of -------------------- such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership InterestUnits, and Executive shall (y) deliver to the Company a cashier's check or certified check, or by wire transfer of funds in the immediately available funds, an aggregate principal amount of $102,500 927,999 and a promissory note in the form of Annex A attached hereto in an ------- aggregate principal amount of $719,133 (the "Executive Note") and (z) cause the -------------- Trustee for the benefit of the IRAs to Bain/ACR and deliver to the Company a cashier's check or certified check, or by wire transfer of funds in the immediately available funds, an aggregate principal amount of $12,256.57 72,001. Executive's obligations under the Executive Note shall be secured by a pledge of all of the Executive Units to Holdings.the Company, and in connection therewith, Executive shall enter into a pledge agreement in the form of Annex B attached hereto (the "Pledge Agreement"). ------- ---------------- (b) Within 30 days after Executive purchases and/or the Trustee for the benefit of the IRAs purchase any Executive Units from Bain/ACRthe Company, Executive Executive, shall, and shall cause the Trustee on behalf of the IRAs to, make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A Annex C attached ------- hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------.

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 9,928.36 Class A Units at a price of $1.00 per unit and 1,103.15 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.25% Membership Interest in ACR Management for $3,216.46, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 16,714.40 Class B Units at a price of $0.70 per unit and 11,142.93 16,714.40 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 18,385.84 to Holdings. (b) Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 19,856.70 Class A Units at a price of $1.00 per unit and 1,103.15 2,206.30 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.250.5% Membership Interest in ACR Management for $3,216.466,432.93, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 55,714.67 Class B Units at a price of $0.70 per unit and 11,142.93 55,714.67 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 205,000 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 61,286.14 to Holdings. (b) Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------

Purchase and Sale of Executive Units. (a) a Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 Class A Units at a price of $1.00 per unit and 1,103.15 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.25% Membership Interest in ACR Management for $3,216.46, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 Class B Units at a price of $0.70 per unit and 11,142.93 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 to Holdings. (b) b Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR the Company shall sell, 9,928.35 465.30 Class A Units at a price of $1.00 100 per unit and 1,103.15 unit, 51.70 Class L Units at a price of $81.00 8,100 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.25% Membership Interest in ACR Management for $3,216.46, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 171.09 Class B Units at a price of $0.70 0.01 per unit and 11,142.93 182.01 Class C Units at a price of $0.40 0.01 per unit. Holdings The Company shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings Company's limited liability company agreement (the "Partnership Operating Agreement") indicating ------------------- Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver to the Company a cashier's check or wire transfer of funds in the aggregate amount of $102,500 to Bain/ACR 344,600 and a cashier's check or wire transfer of funds promissory note in the form of Annex A attached hereto in an aggregate principal amount of ------- $12,256.57 120,700 (the "Executive Note"). Executive's obligations under the Executive --------------- Note shall be secured by a pledge of all of the Executive Units to Holdings.the Company, and in connection therewith, Executive shall enter into a pledge agreement in the form of Annex B attached hereto (the "Pledge Agreement"). ------- ---------------- (b) Within 30 days after Executive purchases any Executive Units from Bain/ACRthe Company, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A Annex C attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). ---------------------------

Purchase and Sale of Executive Units. (a) Upon execution of this Agreement, (i) Executive shall purchase, and Bain/ACR shall sell, 9,928.35 19,856.70 Class A Units at a price of $1.00 per unit and 1,103.15 2,206.30 Class L Units at a price of $81.00 per unit, (ii) Executive shall purchase, and Bain/ACR shall sell, a 0.250.5% Membership Interest in ACR Management for $3,216.466,432.93, and (iii) and Executive shall purchase, and Holdings shall sell, 11,142.93 Class B Units at a price of $0.70 per unit and 11,142.93 Class C Units at a price of $0.40 per unit. Holdings shall deliver to Executive an executed copy of the Fourth Amended and Restated Limited Partnership Agreement of Holdings (the "Partnership Agreement") indicating Executive's ownership of such --------------------- Class A Units, Class L Units, Class B Units and Class C Units and an executed copy of the First Amended and Restated Limited Liability Company Agreement of ACR Management (the "LLC Agreement") indicating Executive's ownership of such ------------- Membership Interest, and Executive shall deliver a cashier's check or wire transfer of funds in the aggregate amount of $102,500 205,000 to Bain/ACR and a cashier's check or wire transfer of funds in the aggregate amount of $12,256.57 61,286.14 to Holdings. (b) Within 30 days after Executive purchases any Executive Units from Bain/ACR, Executive shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. --------- (c) Concurrently with the execution of this Agreement, Executive will enter into an Employment Agreement with Xxxxxxx Xxxxx in the form of Exhibit B --------- attached hereto (the "Employment Agreement"). --------------------