Common use of Repurchase and Forfeiture of Units Clause in Contracts

Repurchase and Forfeiture of Units. (a) Subject to the remaining provisions of this Section 8.14, the Units owned by the Management Members, including both Vested and Unvested Units and including Units transferred to any Management Member’s Permitted Transferees (collectively, the “Available Units”), are subject to repurchase as follows: (i) If the Management Member (or, in the case of either of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries by reason of death or Disability, then (A) all of such Management Member’s Unvested Units shall become Vested Units, and (B) all Vested Units and Class I Units owned by the Management Member shall be retained by such Management Member (or, in the case of the death of such Management Member, by such Management Member’s estate). (ii) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries, by reason of termination without Cause, then (A) on the date the Management Member ceases to be employed by Resources and all of its Subsidiaries (the “Termination Date”), all of such Management Member’s Unvested Units shall be subject to repurchase at the Company’s option at a purchase price equal to the Management Member’s Original Cost for such Unvested Units, and (B) all of such Management Member’s Vested Units and Class I Units owned by the Management Member shall be retained by such Management Member. (iii) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries, by reason of voluntary resignation (for any or no reason), then (A) on the Termination Date, all of such Management Member’s Unvested Units shall be subject to repurchase at the Company’s option at a purchase price equal to the Management Member’s Original Cost for such Unvested Units and (B) all of such Management Member’s Vested Units and Class I Units shall be subject to repurchase at the Company’s option at a purchase price equal to the Fair Market Value of such Units as of the Termination Date. (iv) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries, by reason of termination for Cause, then on the Termination Date, all of such Management Member’s Unvested and Vested Units shall be subject to repurchase at the Company’s option at a purchase price equal to the Management Member’s Original Cost for such Units. (b) On or before the ninetieth (90th) day after the effective date of the Termination Date of a Management Member (or, in the case of the Management LLCs, Rady or Xxxxxx, as applicable) as described in the preceding subsections of this Section 8.14, the Company shall give written notice (a “Repurchase Notice”) to the holder of the Available Units of the number or amount of Available Units that have been elected to be purchased by the Company, and the Company shall set a reasonable place and time from the date thereof for the closing of the purchase and sale of such Available Units. The number of Available Units to be repurchased shall first be satisfied to the extent possible from the Available Units held by the Management Member at the time of delivery of the Repurchase Notice. If the number of Available Units then held by the Management Member is less than the number of Available Units that the Company has elected to purchase, the Company shall purchase the remaining Available Units elected to be purchased from the Permitted Transferees of such Management Member under this Agreement pro rata, determined in each case according to the number of Available Units held by such Permitted Transferees at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole Unit). (c) The closing of the purchase of Available Units pursuant to this Section 8.14 shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice (the “Repurchase Date”). The Company will pay for Available Units to be purchased pursuant to this Section 8.14 by delivery of either (i) a check or wire transfer of funds in such aggregate amount or (ii) a subordinated unsecured promissory note or notes payable on commercially reasonable terms; provided, however, the Board of Directors may structure the note or notes to include the following terms: (A) the principal and accrued interest will be due and payable only at the end of the term of the note or notes, (B) the term of the note or notes may mature only upon an Antero Subsidiary Disposition or a Liquidation Event and (C) the principal amount of the note may be reduced to an amount equal to the lesser of (x) the applicable purchase price for such Available Units determined in accordance with this Section 8.14 (the “Purchase Price”) and (y) the distributions, if any, that the Company would have made pursuant to Section 6.1(b) with respect to Available Units repurchased (if they had remained outstanding) during the period between the Repurchase Date and the maturity date of the note (such sum, the “Reduced Fair Market Value”), if on the date of maturity of the note, the Reduced Fair Market Value is less than the Purchase Price. In the event the Company is, during such period, prohibited from purchasing such Available Units, including by means of issuing a promissory note, or desires for any reason not to exercise its repurchase right, then the Company shall have the right to assign such repurchase right to the Management Members, pro rata, in accordance with their Proportionate Percentages, or to such other person as the Compensation Committee, in its discretion, determines to be appropriate. The purchasers of any Available Units hereunder will be entitled to require all of the signatures of each seller of such Available Units to be notarized and to receive representations and warranties from each such seller regarding (i) such seller’s power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Available Shares, (ii) such seller’s ownership of such Available Units and the absence of any liens, pledges, and other encumbrances on such Available Units and (iii) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such seller or the assets of such seller are bound as the result of such sale. (d) Should the Company or any of its assignees elect to exercise the repurchase rights pursuant to this Section 8.14 and any seller fails to deliver all of such Available Units to be repurchased in accordance with the terms hereof, the purchaser of such Available Units hereunder may, at its option, in addition to all other remedies it may have, deposit the repurchase price in an escrow account administered by the Company or an independent third party (to be held for the benefit of and payment over to such seller in accordance herewith), whereupon the Company shall by written notice to such seller (i) cancel on its books such Available Units by adjusting the number of Units opposite the name of such seller on Exhibit A and (ii) issue to the purchaser, in lieu thereof, new Units representing such Available Units and adjust the number of Units opposite such purchaser’s name on Exhibit A, and all of the seller’s right, title, and interest in and to such Available Units shall terminate in all respects. (e) In the event that Available Units are repurchased pursuant to this Section 8.14, the holders of such Available Units will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase(s) in a timely manner.

Repurchase and Forfeiture of Units. (a) Subject to the remaining provisions of this Section 8.14, the Units owned by the Management Members, including both Vested and Unvested Units and including Units transferred to any Management Member’s 's Permitted Transferees (collectively, the “"Available Units”"), are subject to repurchase as follows: (i) If the Management Member (or, in the case of either of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries by reason of death or Disability, then (A) all of such Management Member’s 's Unvested Units shall become Vested Units, and (B) all Vested Units and Class I Units owned by the Management Member shall be retained by such Management Member (or, in the case of the death of such Management Member, by such Management Member’s 's estate). (ii) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries, by reason of termination without Cause, then (A) on the date the Management Member ceases to be employed by Resources and all of its Subsidiaries (the “"Termination Date”"), all of such Management Member’s 's Unvested Units shall be subject to repurchase at the Company’s 's option at a purchase price equal to the Management Member’s 's Original Cost for such Unvested Units, and (B) all of such Management Member’s 's Vested Units and Class I Units owned by the Management Member shall be retained by such Management Member. (iii) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries, by reason of voluntary resignation (for any or no reason), then (A) on the Termination Date, all of such Management Member’s 's Unvested Units shall be subject to repurchase at the Company’s 's option at a purchase price equal to the Management Member’s 's Original Cost for such Unvested Units and (B) all of such Management Member’s 's Vested Units and Class I Units shall be subject to repurchase at the Company’s 's option at a purchase price equal to the Fair Market Value of such Units as of the Termination Date. (iv) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company and all of its Subsidiaries, by reason of termination for Cause, then on the Termination Date, all of such Management Member’s 's Unvested and Vested Units shall be subject to repurchase at the Company’s 's option at a purchase price equal to the Management Member’s 's Original Cost for such Units. (b) On or before the ninetieth (90th) day after the effective date of the Termination Date of a Management Member (or, in the case of the Management LLCs, Rady or Xxxxxx, as applicable) as described in the preceding subsections of this Section 8.14, the Company shall give written notice (a “"Repurchase Notice”") to the holder of the Available Units of the number or amount of Available Units that have been elected to be purchased by the Company, and the Company shall set a reasonable place and time from the date thereof for the closing of the purchase and sale of such Available Units. The number of Available Units to be repurchased shall first be satisfied to the extent possible from the Available Units held by the Management Member at the time of delivery of the Repurchase Notice. If the number of Available Units then held by the Management Member is less than the number of Available Units that the Company has elected to purchase, the Company shall purchase the remaining Available Units elected to be purchased from the Permitted Transferees of such Management Member under this Agreement pro rata, determined in each case according to the number of Available Units held by such Permitted Transferees at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole Unit). (c) The closing of the purchase of Available Units pursuant to this Section 8.14 shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice (the “"Repurchase Date”"). The Company will pay for Available Units to be purchased pursuant to this Section 8.14 by delivery of either (i) a check or wire transfer of funds in such aggregate amount or (ii) a subordinated unsecured promissory note or notes payable on commercially reasonable terms; provided, however, the Board of Directors may structure the note or notes to include the following terms: (A) the principal and accrued interest will be due and payable only at the end of the term of the note or notes, (B) the term of the note or notes may mature only upon an Antero Subsidiary Disposition or a Liquidation Event and (C) the principal amount of the note may be reduced to an amount equal to the lesser of (x) the applicable purchase price for such Available Units determined in accordance with this Section 8.14 (the “"Purchase Price”") and (y) the distributions, if any, that the Company would have made pursuant to Section 6.1(b) with respect to Available Units repurchased (if they had remained outstanding) during the period between the Repurchase Date and the maturity date of the note (such sum, the “"Reduced Fair Market Value”"), if on the date of maturity of the note, the Reduced Fair Market Value is less than the Purchase Price. In the event the Company is, during such period, prohibited from purchasing such Available Units, including by means of issuing a promissory note, or desires for any reason not to exercise its repurchase right, then the Company shall have the right to assign such repurchase right to the Management Members, pro rata, in accordance with their Proportionate Percentages, or to such other person as the Compensation Committee, in its discretion, determines to be appropriate. The purchasers of any Available Units hereunder will be entitled to require all of the signatures of each seller of such Available Units to be notarized and to receive representations and warranties from each such seller regarding (i) such seller’s 's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Available Shares, (ii) such seller’s 's ownership of such Available Units and the absence of any liens, pledges, and other encumbrances on such Available Units and (iii) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such seller or the assets of such seller are bound as the result of such sale. (d) Should the Company or any of its assignees elect to exercise the repurchase rights pursuant to this Section 8.14 and any seller fails to deliver all of such Available Units to be repurchased in accordance with the terms hereof, the purchaser of such Available Units hereunder may, at its option, in addition to all other remedies it may have, deposit the repurchase price in an escrow account administered by the Company or an independent third party (to be held for the benefit of and payment over to such seller in accordance herewith), whereupon the Company shall by written notice to such seller (i) cancel on its books such Available Units by adjusting the number of Units opposite the name of such seller on Exhibit A and (ii) issue to the purchaser, in lieu thereof, new Units representing such Available Units and adjust the number of Units opposite such purchaser’s 's name on Exhibit A, and all of the seller’s 's right, title, and interest in and to such Available Units shall terminate in all respects. (e) In the event that Available Units are repurchased pursuant to this Section 8.14, the holders of such Available Units will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase(s) in a timely manner.

Repurchase and Forfeiture of Units. (a) Subject to the remaining provisions of this Section 8.1410.3, the Units owned by the Management MembersUnits, including both Vested and Unvested Units and including Units transferred to any Management Member’s 's Permitted Transferees (collectively, the “"Available Units”"), are subject to repurchase as follows: (i) If the Management Member (or, in the case of either of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company Resources and all of its Subsidiaries by reason of death or Disability, then (A) all of such Management Member’s 's Unvested Units shall become Vested Units, and (B) all Vested Units and Class I Units owned by the Management Member shall be retained by such Management Member (or, in the case of the death of such Management Member, by such Management Member’s 's estate). (ii) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company Resources and all of its Subsidiaries, by reason of termination without Cause, then (A) on the date the Management Member ceases to be employed by Resources and all of its Subsidiaries (the “"Termination Date”"), the Member shall forfeit to the Company all of such Management Member’s Unvested Units shall be subject to repurchase at the Company’s option at a purchase price equal to the Management Member’s Original Cost for such its Unvested Units, and (B) all of such Management Member’s Vested Units and Class I Units owned by the Management Member shall be retained by such Management Member. (iii) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company Resources and all of its Subsidiaries, by reason of voluntary resignation (for any or no reason), then (A) on the Termination Date, the Member shall forfeit to the Company all of such Management its Unvested Units, and (B) the Member’s Unvested 's Vested Units shall be subject to repurchase at the Company’s option at a purchase price equal to the Management Member’s Original Cost for such Unvested Units and (B) all of such Management Member’s Vested Units and Class I Units shall be subject to repurchase at the Company’s 's option at a purchase price equal to the Fair Market Value of such Units as of the Termination Date. (iv) If the Management Member (or, in the case of one of the Management LLCs, Rady or Xxxxxx, as applicable) ceases to be employed by the Company Resources and all of its Subsidiaries, by reason of termination for Cause, then on the Termination Date, the Member shall forfeit to the Company all of such Management Member’s its Unvested and Vested Units. (v) Upon the occurrence of the Exit Event, all Unvested Units of all Members who are employed by Resources or one of its Subsidiaries on the date of such Exit Event (or, in the case of either of the Management LLCs, Rady or Xxxxxx, as applicable, is so employed on such date) shall become Vested Units and all Vested Units shall be subject to repurchase at the Company’s 's option at a purchase price equal to the Management Member’s Original Cost for such Fair Market Value of the Units, as of the date of the consummation of the transaction or transactions constituting the Exit Event. (b) On or before the ninetieth (90th) day after the effective date of the Termination Date of a Management Member (or, in the case of the Management LLCs, Rady or Xxxxxx, as applicable) as described in the preceding subsections of this Section 8.1410.3, the Company shall give written notice (a “"Repurchase Notice”") to the holder of the Available Units of the number or amount of Available Units that have been elected to be purchased by the Company, and the Company shall set a reasonable place and time from the date thereof for the closing of the purchase and sale of such Available Units. The number of Available Units to be repurchased shall first be satisfied to the extent possible from the Available Units held by the Management Member at the time of delivery of the Repurchase Notice. If the number of Available Units then held by the Management Member is less than the number of Available Units that the Company has elected to purchase, the Company shall purchase the remaining Available Units elected to be purchased from the Permitted Transferees of such Management Member under this Agreement pro rata, determined in each case according to the number of Available Units held by such Permitted Transferees at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole Unit). (c) The closing of the purchase of Available Units pursuant to this Section 8.14 10.3 shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of the Repurchase Notice (the “"Repurchase Date”"). The purchase price for the purchase of Available Units pursuant to this Section 10.3 shall be equal to (i) the Fair Market Value of such Units, minus (ii) the Employee Bonus Advance Amount, if any, applicable to the holder of such Units (the "Purchase Price"); provided, however, the Purchase Price shall not equal less than $0. The Company will pay for Available Units to be purchased pursuant to this Section 8.14 the Purchase Price, if the Purchase Price is greater than $0, by delivery of either (i) a check or wire transfer of funds in such aggregate amount or (ii) a subordinated unsecured promissory note or notes payable on commercially reasonable terms; provided, however, the Board of Directors may structure the note or notes to include the following terms: (A) the principal and accrued interest will be due and payable only at the end of the term of the note or notes, (B) the term of the note or notes may mature only upon an Antero Subsidiary Disposition or a Liquidation an Exit Event and (C) the principal amount of the note may be reduced to an amount equal to the lesser sum of (x) the applicable purchase price for Fair Market Value of such Available Units determined in accordance with this Section 8.14 (on the “Purchase Price”) date of maturity of the note and (y) the distributions, if any, that the Company would have made pursuant to Section 6.1(b6.3(b) with respect to such Available Units repurchased (if they had remained outstanding) during the period between the Repurchase Date and the maturity date of the note (such sum, the “"Reduced Fair Market Value”"), if on the date of maturity of the note, the Reduced Fair Market Value is less than the Purchase Price. In the event the Company is, during such period, prohibited from purchasing such Available Units, including by means of issuing a promissory note, or desires for any reason not to exercise its repurchase right, then the Company shall have the right to assign such repurchase right to the Management Members, pro rata, in accordance with their Proportionate PercentagesResources, or to such other person as the Compensation Committee, in its discretion, determines to be appropriate. The purchasers of any Available Units hereunder will be entitled to require all of the signatures of each seller of such Available Units to be notarized and to receive representations and warranties from each such seller regarding (i) such seller’s 's power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Available Shares, (ii) such seller’s 's ownership of such Available Units and the absence of any liens, pledges, and other encumbrances on such Available Units and (iii) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such seller or the assets of such seller are bound as the result of such sale. (d) Should the Company or any of its assignees elect to exercise the repurchase rights pursuant to this Section 8.14 10.3 and any seller fails to deliver all of such Available Units to be repurchased in accordance with the terms hereof, the purchaser of such Available Units hereunder may, at its option, in addition to all other remedies it may have, deposit the repurchase price Purchase Price in an escrow account administered by the Company or an independent third party (to be held for the benefit of and payment over to such seller in accordance herewith), whereupon the Company shall by written notice to such seller (i) cancel on its books such Available Units by adjusting the number of Units opposite the name of such seller on Exhibit A I and (ii) issue to the purchaser, in lieu thereof, new Units representing such Available Units and adjust the number of Units opposite such purchaser’s 's name on Exhibit AI, and all of the seller’s 's right, title, and interest in and to such Available Units shall terminate in all respects. (e) In the event that Available Units are repurchased pursuant to this Section 8.1410.3, the holders of such Available Units will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase(s) in a timely manner.