Repurchase Notice. The Company may elect to purchase all or any portion of the Incentive Units pursuant to this Section 3(d) by delivering written notice (the “Repurchase Notice”) to the holder or holders of such securities within nine months after the Separation. The Repurchase Notice will set forth the number of Unvested Incentive Units and the number of Vested Incentive Units to be acquired from each holder, the aggregate consideration to be paid for such Units and the time and place for the closing of the transaction. If the number of Unvested Incentive Units and/or Vested Incentive Units then held by Employee is less than the total number of Unvested Incentive Units and/or Vested Incentive Units that the Company has elected to purchase, the Company shall purchase the remaining Incentive Units elected to be purchased from the other holder(s) of Incentive Units under this Agreement (i.e., Employee’s Permitted Transferees), pro rata according to the number of Unvested Incentive Units and/or Vested Incentive Units, as applicable, held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest Unit).
Appears in 5 contracts
Samples: Securities Agreement (Vivid Seats Inc.), Securities Agreement (Vivid Seats Inc.), Securities Agreement (Vivid Seats Inc.)
Repurchase Notice. The Company may elect to purchase all or any portion of the Incentive Units pursuant to this Section 3(d) by delivering written notice (the “Repurchase Notice”) to the holder or holders of such securities within nine eight (8) months after the Separation. The Repurchase Notice will set forth the number of Unvested Incentive Units and the number of Vested Incentive Units to be acquired from each holder, the aggregate consideration to be paid for such Units and the time and place for the closing of the transaction. If the number of Unvested Incentive Units and/or Vested Incentive Units then held by Employee is less than the total number of Unvested Incentive Units and/or Vested Incentive Units that the Company has elected to purchase, the Company shall purchase the remaining Incentive Units elected to be purchased from the other holder(s) of Incentive Units under this Agreement (i.e., Employee’s Permitted Transferees), pro rata according to the number of Unvested Incentive Units and/or Vested Incentive Units, as applicable, held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest Unit).
Appears in 2 contracts
Samples: Securities Agreement (Vivid Seats Inc.), Securities Agreement (Vivid Seats Inc.)