Common use of Repurchase and Put Options Clause in Contracts

Repurchase and Put Options. If a Management Investor is no longer an employee or director, as applicable, of the Company or any of its Subsidiaries for any reason (the “Termination”), all of the Securities (including but not limited to Incentive Securities) held by that Management Investor (whether held directly by the Management Investor or by one or more of his or her Affiliates or Permitted Transferees, other than the Company, ValueAct Capital or a ValueAct Capital Affiliate) will be subject to repurchase by ValueAct Capital and the Company, at their option, pursuant to the terms and conditions set forth in this Article IV (the “Repurchase Option”). If the Repurchase Option is not exercised with regard to all applicable Securities consisting of Common Stock or other shares of capital stock of the Company following a Termination, then all, but not less than all, such remaining Securities consisting of Common Stock or other shares of capital stock of the Company held by such holder will be subject to repurchase by ValueAct Capital, at the option of such holder (which option may only be exercised with respect to all such Securities held by the holder), pursuant to the terms and conditions set forth in this Article IV (the “Put Option”).

Repurchase and Put Options. If a Management Investor is no longer an employee or director, as applicable, of the Company or any of its Subsidiaries for any reason (the “Termination”), all of the Securities (including but not limited to Incentive Securities) held by that Management Investor (whether held directly by the Management Investor or by one or more of his or her Affiliates or Permitted Transferees, other than the Company, ValueAct Capital Centerbridge or a ValueAct Capital Centerbridge Affiliate) will be subject to repurchase by ValueAct Capital Centerbridge, in the first instance, and the Company, in the second instance, at their option, pursuant to the terms and conditions set forth in this Article IV (the “Repurchase Option”). If the Repurchase Option is not exercised with regard to all applicable Securities consisting of Common Stock or other shares of capital stock of the Company following a Termination, then all, but not less than all, of such remaining Securities consisting of Common Stock or other shares of capital stock of the Company held by such holder will be subject to repurchase by ValueAct CapitalCenterbridge, at the option of such holder (which option may only be exercised with respect to all such Securities held by the holder), pursuant to the terms and conditions set forth in this Article IV (the “Put Option”).

Repurchase and Put Options. If a Management Investor is no longer an employee or director, as applicable, of the Company or any of its Subsidiaries for any reason (the “"Termination”"), all of the Securities (including but not limited to Incentive Securities) held by that Management Investor (whether held directly by the Management Investor or by one or more of his or her Affiliates or Permitted Transferees, other than the Company, ValueAct Capital or Capital, Centerbridge, a ValueAct Capital Affiliate or a Centerbridge Affiliate) will be subject to repurchase by ValueAct Capital and Centerbridge , in the first instance, and the Company, in the second instance, at their option, pursuant to the terms and conditions set forth in this Article IV (the “"Repurchase Option”"). If the Repurchase Option is not exercised with regard to all applicable Securities consisting of Common Stock or other shares of capital stock of the Company following a Termination, then all, but not less than all, of such remaining Securities consisting of Common Stock or other shares of capital stock of the Company held by such holder will be subject to repurchase by ValueAct CapitalCapital and Centerbridge, on a pro rata basis (based upon their respective Ownership Percentages at the time of repurchase), at the option of such holder (which option may only be exercised with respect to all such Securities held by the holder), pursuant to the terms and conditions set forth in this Article IV (the “"Put Option”").