Common use of Recipient’s Breach of Restrictive Covenants Clause in Contracts

Recipient’s Breach of Restrictive Covenants. Notwithstanding anything in this Agreement to the contrary, in the event the Board determines in good faith that that Recipient has breached any provision of the Restrictive Covenants, whether during Recipient’s service or at any time thereafter, then: (i) the Company shall have the right, but not the obligation, in accordance with Section 1.5 below, to repurchase all or any portion of the Incentive Units at their Fair Market Value as of the date the Company discovers such breach by Recipient; and (ii) the Company shall have the right, but not the obligation, in accordance with Section 1.5 below, to repurchase all or any portion of the Investor Units at the lower of such Investor Units’ (x) Cost or (y) Fair Market Value as of the last day of the calendar quarter immediately preceding the date the Company discovers such breach by Recipient.

Recipient’s Breach of Restrictive Covenants. Notwithstanding anything in this Agreement to the contrary, ,in the event the Board determines in good faith that that Recipient has breached any provision of the Restrictive Covenants, whether during Recipient’s service or at any time thereafter, then: (i) the Company shall have the right, but not the obligation, in accordance with Section 1.5 below, to repurchase all or any portion of the Incentive Units at their Fair Market Value as of the date the Company discovers such breach by Recipient; and (ii) the Company shall have the right, but not the obligation, in accordance with Section 1.5 below, to repurchase all or any portion of the Investor Units at the lower of such Investor Units’ (x) Cost or (y) Fair Market Value as of the last day of the calendar quarter immediately preceding the date the Company discovers such breach by Recipient.