Common use of Repurchase of the Restricted Shares Clause in Contracts

Repurchase of the Restricted Shares. If the Purchaser’s employment with the Company (if the Purchaser is then employed by the Company) or any of the Subsidiaries by whom the Purchaser is then employed terminates for any reason whatsoever, unless termination from less than all of the Company and its Subsidiaries is otherwise agreed to or requested by the Company (the “Termination Event”), the Company shall have the option (exercisable at any time within forty-five (45) days of the Termination Event by written notice to the Purchaser or, as the case may be, any Permitted Transferee) to repurchase from the Purchaser any or all of the Restricted Shares, at the price determined in accordance with the provisions of Section 3 hereof; provided, however, that in the event the Purchaser’s employment terminates in connection with a Change in Control, the Company shall have the right to repurchase Restricted Shares only if such Restricted Shares have not been sold in the Change in Control in accordance with and subject to the Purchaser’s compliance with any applicable provisions of the Stockholders Agreement.