Common use of Put Rights Clause in Contracts

Put Rights. If, prior to the consummation of an IPO, a Management Investor (other than the Estate or the Estate's Permitted Transferee) dies or the Management Investor's (other than the Estate or the Estate's Permitted Transferee's) employment by the Company is terminated by the Company for any reason (including due to a Disability, as defined in such Management Investor's Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement, if any, and if not so defined, upon the good faith determination of the Board of Directors of the Company of such Disability), the Management Investor or the Management Investor's legal representative or trustee, as the case may be, shall have the right, within three (3) months after such termination is effective (or one year after the date of death in the case of the Management Investor's death), to require the Company to purchase all (but not less than all) of the Management Investor's Common Stock (including any shares held by its Permitted Transferees) at a price equal to (A) in the case of termination by reason of death or Disability, the Fair Market Value thereof determined as of the date of death (in the case of termination due to death) or the date such other termination is effective and (B) in the case of termination by the Company for any other reason, the lower of (1) Fair Market Value and (2) the product of (x) the number of shares of Common Stock and (y) the New Cost Per Share (subject to adjustment to reflect any adjustments to the Common Stock made to reflect any merger, reorganization, consolidation, recapitalization, spinoff, stock dividend, stock split, extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock, as the Company reasonably shall deem fair and appropriate). To the extent the funds for such purchase are permitted under the indebtedness of the Company and its Affiliates and applicable law to be funded through a Subsidiary Dividend and to be used to purchase such shares, the Company shall pay the purchase price in cash. The Company shall pay any amount not permitted to be funded through a Subsidiary Dividend or to be used to purchase such shares with a Buy-Out Note. The Board of Directors of the Company may, in its discretion, assign the rights and obligations of the Company under this Section 4.2 to any other Person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee.

Put Rights. If, prior to the consummation of an IPO, (a) a Management Investor (other than the Estate or the Estate's Permitted Transferee) dies or the Management Investor's (other than the Estate or the Estate's Permitted Transferee's) employment by the Company Holdings is terminated by the Company Holdings for any reason (including due to a Disability, as defined in such Management Investor's Employment Agreement or any analogous provision of any employment, compensation or benefit 33 agreement or arrangement, if any, and if not so defined, upon the good faith determination of the Board of Directors of the Company Holdings of such Disability), the Management Investor or the Management Investor's legal representative or trustee, as the case may be, shall have the right, within three (3) months after such termination is effective (or one year after the date of death in the case of the Management Investor's death), to require the Company Holdings to purchase all (but not less than all) of the Management Investor's Common Stock (including any shares held by its Permitted Transferees) at a price equal to (A) in the case of termination by reason of death or Disability, the Fair Market Value thereof determined as of the date of death (in the case of termination due to death) or the date such other termination is effective and (B) in the case of termination by the Company Holdings for any other reason, the lower of (1) Fair Market Value and (2) the product of (x) the number of shares of Common Stock and (y) the New Cost Per Share (subject to adjustment to reflect any adjustments to the Common Stock made to reflect any merger, reorganization, consolidation, recapitalization, spinoff, stock dividend, stock split, extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock, as the Company Holdings reasonably shall deem fair and appropriate). To the extent the funds for such purchase are permitted under the indebtedness of the Company Holdings and its Affiliates and applicable law to be funded through a Subsidiary Dividend and to be used to purchase such shares, the Company Holdings shall pay the purchase price in cash. The Company Holdings shall pay any amount not permitted to be funded through a Subsidiary Dividend or to be used to purchase such shares with a Buy-Out Note. The Board of Directors of the Company Holdings may, in its discretion, assign the rights and obligations of the Company Holdings under this Section 4.2 to any other Person, but no such assignment shall relieve the Company Holdings of its obligations hereunder to the extent not satisfied by such assignee.

Put Rights. IfSubject to any waiver of the rights provided in this Section 4.2 contained in the Employment Agreement of any Management Investor, if prior to the consummation of an IPO, a Management Investor (other than the Estate or the Estate's Permitted Transferee) dies or the Management Investor's (other than the Estate or the Estate's Permitted Transferee's) employment by the Company is terminated by the Company for any reason (including due to a Disability, as defined in such Management Investor's Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement, if any, and if not so defined, upon the good faith determination of the Board of Directors of the Company of such Disabilitydisability), the Management Investor or the Management Investor's legal representative or trustee, as the case may be, shall have the right, within three (3) months after such termination is effective (or one year after the date of death in the case of the Management Investor's death), to require the Company to purchase all (but not less than all) of the Management Investor's Common Stock (including any shares held by its Permitted Transferees) at a price equal to (A) in the case of termination by reason of death or Disability, the Fair Market Value thereof determined as of the date of death (in the case of termination due to death) or the date such other termination is effective and (B) in the case of termination by the Company for any other reason, the lower of (1) the aggregate Fair Market Value of such Common Stock and (2) the product of (x) the number of shares of Common Stock and (y) the New Cost Per Share (subject to adjustment to reflect any adjustments to the Common Stock made to reflect any merger, reorganization, consolidation, recapitalization, spinoff, stock dividend, stock split, extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock, as the Company reasonably shall deem fair and appropriate). To the extent the funds for such purchase are permitted under the indebtedness of the Company and its Affiliates and applicable law to be funded through a Subsidiary Dividend and to be used to purchase such shares, the Company shall pay the purchase price in cash. The Company shall pay any amount not permitted to be funded through a Subsidiary Dividend or to be used to purchase such shares with a Buy-Out Note. The Board of Directors of the Company may, in its discretion, assign the rights and obligations of the Company under this Section 4.2 to any other Person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee.

Put Rights. IfSubject to any waiver of the rights provided in this Section 4.2 contained in the Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement, if any, of any Management Shareholder, if prior to the consummation of an IPO, a Management Investor (other than the Estate or the Estate's Permitted Transferee) Shareholder dies or the Management InvestorShareholder's (other than the Estate or the Estate's Permitted Transferee's) employment by the Company is terminated by the Company for any reason (including without Cause or is terminated due to a Disability, Disability (as each of such terms is defined in such Management InvestorShareholder's Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement, if any, and if not so defined, upon the good faith determination of the Board of Directors of the Company of such Disabilitydisability), the Management Investor Shareholder or the Management InvestorShareholder's legal representative or trustee, as the case may be, shall have the right, within three (3) months after such termination is effective (or one year after the date of death in the case of the Management InvestorShareholder's death), to require the Company to purchase all (but not less than all) of the Management InvestorShareholder's Common Stock (including any shares held by its Permitted Transferees) at a price equal to (A) in the case of termination by reason of death or DisabilityDisability or by the Company without Cause, the Fair Market Value thereof determined as of the date of death (in the case of termination due to death) or the date such other termination is effective and (B) in the case of termination by the Company for any other reasonCause, the lower of (1) the aggregate Fair Market Value of such Common Stock and (2) the product of (x) the number of shares of Common Stock and (y) the New Cost Per Share (subject to adjustment to reflect any adjustments to the Common Stock made to reflect any merger, reorganization, consolidation, recapitalization, spinoff, stock dividend, stock split, extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock, as the Company reasonably shall deem fair and appropriate). To the extent the funds for such purchase are permitted under the indebtedness of the Company and its Affiliates and applicable law to be funded through a Subsidiary Dividend and to be used to purchase such shareslaw, the Company shall pay the purchase price in cash. The Company shall pay any amount not permitted to be funded through a Subsidiary Dividend or to be used to purchase such shares paid in cash with a Buy-Out Note. The Board of Directors of the Company may, in its discretion, assign the rights and obligations of the Company under this Section 4.2 to any other Person, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assignee.

Put Rights. If, prior to the consummation of an IPO, a Management Investor (other than the Estate or the Estate's Permitted Transferee) dies or the Management Investor's (other than the Estate or the Estate's Permitted Transferee's) employment by the Company is terminated by the Company for any reason (including due to a Disability, as defined de- fined in such Management Investor's Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement, if any, and if not so defined, upon the good faith determination of the Board of Directors of the Company of such Disability), the Management Investor or the Management Investor's legal representative or trustee, as the case may be, shall have the right, within three (3) months after af- ter such termination is effective (or one year after the date of death in the case of the Management Investor's death), to require the Company to purchase all (but not less than all) of the Management Investor's Common Stock (including any shares held by its Permitted Transferees) at a price equal to (A) in the case of termination by reason of death or Disability, the Fair Market Value thereof determined as of the date of death (in the case of termination due to death) or the date such other termination is effective and (B) in the case of termination termina- tion by the Company for any other reason, the lower of (1) Fair Market Value and (2) the product of (x) the number of shares of Common Stock and (y) the New Cost Per Share (subject to adjustment adjust- ment to reflect any adjustments to the Common Stock made to reflect re- flect any merger, reorganization, consolidation, recapitalizationrecapitali- zation, spinoff, stock dividend, stock split, extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock, as the Company Com- pany reasonably shall deem fair and appropriate). To the extent ex- tent the funds for such purchase are permitted under the indebtedness in- debtedness of the Company and its Affiliates and applicable law to be funded through a Subsidiary Dividend and to be used to purchase such shares, the Company shall pay the purchase price in cash. The Company shall pay any amount not permitted to be funded through a Subsidiary Dividend or to be used to purchase such shares with a Buy-Out Note. The Board of Directors of the Company may, in its discretion, assign the rights and obligations obliga- tions of the Company under this Section 4.2 to any other PersonPer- son, but no such assignment shall relieve the Company of its obligations hereunder to the extent not satisfied by such assigneeas- signee.