Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.
Appears in 5 contracts
Samples: Management Unit Subscription Agreement, Management Unit Subscription Agreement (Apria Healthcare Group Inc), Management Unit Subscription Agreement (Apria Healthcare Group Inc)
Put Option. (a) Prior to the occurrence of the initial Public Offeringan IPO, if Executive’s employment with the Company and its Subsidiaries terminates is terminated (x) due to the death of Executive or is terminated (y) by the Company or any of and its Subsidiaries as a result of the Disability of Executive, then Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Family Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Family Group, all (but not less than all) of the number of Vested Incentive Units then held by Executive’s Family Group that equals all such Vested Incentive Units collectively held by Executive’s Family Group at a price per Unit equal to the Fair Market Value of such Vested Incentive Units (measured as of the date that the relevant election to purchase such Incentive Units is delivered (the “Valuation Repurchase Notice Date”)). In order to exercise its rights with respect to the Vested Incentive Units pursuant to this Section 4.1(a5.1(a), Executive’s Family Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units Incentive Units of the Company held by Executive’s Family Group in accordance with the terms of the agreements pursuant to which such other units Incentive Units were acquired from the Company.
Appears in 2 contracts
Samples: Management Subscription Agreement (APX Group Holdings, Inc.), Management Subscription Agreement (APX Group Holdings, Inc.)
Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries or by Executive as a result of the Disability of Executive’s Disability, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.
Appears in 2 contracts
Samples: Subscription Agreement, Management Unit Subscription Agreement (Ahny-Iv LLC)
Put Option. (a) Prior to the occurrence of the initial Public Offering, if ExecutiveDirector’s employment with the Company and its Subsidiaries terminates due to the death of Executive Director or is terminated by the Company or any of its Subsidiaries as a result of the Disability of ExecutiveDirector, Executive Director and ExecutiveDirector’s Permitted Transferees (hereinafter sometimes collectively referred to as the “ExecutiveDirector’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of ExecutiveDirector’s Group, all (but not less than all) of the number of Vested Units then held by ExecutiveDirector’s Group that equals all Vested Units collectively held by ExecutiveDirector’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), ExecutiveDirector’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by ExecutiveDirector’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.
Appears in 1 contract
Samples: Management Unit Subscription Agreement (Apria Healthcare Group Inc)
Put Option. (a) Prior to [If the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries subsidiaries terminates due to the Disability, death of Executive or is terminated by the Company or any of its Subsidiaries as a result Retirement of the Disability Executive prior to the earlier of Executive(i) a Public Offering or (ii) a Sale of the Company, the Executive and the Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Executive Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 45 days following the date that is 210 days six (6) months after the Termination Datedate of such termination of employment of the Executive, to sell to the Company (the “Put Right”)Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s the Executive Group, all a number of Vested Units equal to the product of (but not less than allx) of the Put Percentage and (y) the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group the Executive Group, at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election applicable purchase price determined pursuant to purchase such Units is delivered (the “Valuation Date”)Section 4.1(c). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s the Executive Group shall also be required to simultaneously exercise any similar rights it may have with respect sell to any other units the Company, and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on such occasion from each member of the Company Executive Group, a number of Units of each of the other classes of Puttable Units held by Executive’s the Executive Group in accordance with equal to the terms product of (x) the agreements Put Percentage and (y) the number of Units of such class of Puttable Units held by the Executive Group, at a price per Unit equal to the applicable purchase price determined pursuant to which such other units were acquired from the CompanySection 4.1(c).
Appears in 1 contract
Samples: Management Unit Subscription Agreement (National Mentor Holdings, Inc.)