Common use of Repurchase or Forfeiture of Units Clause in Contracts

Repurchase or Forfeiture of Units. (a) In the event that the Employee ceases to be employed by the Company or any of its subsidiaries on a full-time basis for any reason, then all Employee Units (whether held by the Employee or by one or more of the Employee's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be forfeited and returned to the Company; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Repurchase Option"), for Fair Market Value. (b) In the event of a Change of Control, then all Performance Units (whether held by the Employee or by one or more of the Employee's transferees) which, as of the date of such Change of Control, have not become Vested Units pursuant to Section 2, will be forfeited and returned to the Company. (c) The Repurchase Option shall be exercised by the Company, or its designee, from time to time, by delivering to the Employee a written notice of exercise and a check in the amount of the Fair Market Value. Upon delivery of such notice and payment of the purchase price as described above (or automatically upon any forfeiture of units pursuant to Section 3(a) or 3(b)), the Company, or its designee, shall become the legal and beneficial owner of the Employee Units being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of Employee Units being repurchased without further action by the Employee or any of his or her transferees. If the Company or its designee elect to exercise the Repurchase Option pursuant to this Section 3 and the Employee or his or her transferee fails to deliver the Employee Units in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Employee or his or her transferee in accordance herewith), whereupon (or, in any case, upon any forfeiture of units pursuant to this Section 3) the Company shall by written notice to the Employee cancel on its books the certificates(s) representing such Employee Units registered in the name of the Employee and all of the Employee's or his or her transferee's right, title, and interest in and to such Employee Units shall terminate in all respects. (d) Notwithstanding the foregoing, if at any time the Company elects to repurchase any Class B Common Units pursuant to the Repurchase Option, the Company shall pay the purchase price for the Class B Common Units it purchases (i) first, by offsetting indebtedness, if any, owing from such Employee to the Company and (ii) then, by the Company's delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Units so purchased, duly endorsed; provided that, (x) if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (y) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase ((x) and (y) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by the Company's delivery of a promissory note or senior preferred units of the Company with a liquidation preference equal to the balance of the purchase price. The promissory note or senior preferred units shall accrue interest or yield, as the case may be, annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity. The value of each such senior preferred unit shall as of its issuance be deemed to equal (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of senior preferred units so issued. Any senior preferred units or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Employee Units are repurchased or forfeited pursuant to this Section 3, the Employee and his or her successors, assigns or Representatives shall take (at the Company's expense) 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 in a timely manner.

Repurchase or Forfeiture of Units. (a) In the event that the Employee Grantee ceases to be employed by a member of the Company or any Board of its subsidiaries on a full-time basis for any reasonManagers, then all Employee Grantee Units (whether held by the Employee Grantee or by one or more of the Employee's Grantee’s transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be forfeited and returned to the Company; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "“Repurchase Option"”), for Fair Market Value. (b) In the event of a Change of Control, then all Performance Units (whether held by the Employee or by one or more of the Employee's transferees) which, as of the date of such Change of Control, have not become Vested Units pursuant to Section 2, will be forfeited and returned to the Company[Intentionally omitted.] (c) The Repurchase Option shall be exercised by the Company, or its designee, from time to time, by delivering to the Employee Grantee a written notice of exercise and a check in the amount of the Fair Market Value. Upon delivery of such notice and payment of the purchase price as described above (or automatically upon any forfeiture of units pursuant to Section 3(a) or 3(b3(a)(i)), the Company, or its designee, shall become the legal and beneficial owner of the Employee Grantee Units being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of Employee Grantee Units being repurchased without further action by the Employee Grantee or any of his or her transferees. If the Company or its designee elect to exercise the Repurchase Option pursuant to this Section 3 and the Employee Grantee or his or her transferee fails to deliver the Employee Grantee Units in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Employee Grantee or his or her transferee in accordance herewith), whereupon (or, in any case, upon any forfeiture of units pursuant to this Section 33(a)(i)) the Company shall by written notice to the Employee Grantee cancel on its books the certificates(s) representing such Employee Grantee Units registered in the name of the Employee Grantee and all of the Employee's Grantee’s or his or her transferee's ’s right, title, and interest in and to such Employee Grantee Units shall terminate in all respects. (d) Notwithstanding the foregoing, if at any time the Company elects to repurchase any Class B Common Units pursuant to the Repurchase Option, the Company shall pay the purchase price for the Class B Common Units it purchases (i) first, by offsetting indebtedness, if any, owing from such Employee Grantee to the Company and (ii) then, by the Company's ’s delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Units so purchased, duly endorsed; provided that, (x) if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (y) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase ((x) and (y) collectively the "“Cash Deferral Conditions"”), the portion of the cash payment so affected may be made by the Company's ’s delivery of a promissory note or senior preferred units of the Company with a liquidation preference equal to the balance of the purchase price. The promissory note or senior preferred units shall accrue interest or yield, as the case may be, annually at the "“prime rate" ” published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity. The value of each such senior preferred unit shall as of its issuance be deemed to equal (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of senior preferred units so issued. Any senior preferred units or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Employee Grantee Units are repurchased or forfeited pursuant to this Section 3, the Employee Grantee and his or her successors, assigns or Representatives shall take (at the Company's ’s expense) 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 in a timely manner.

Repurchase or Forfeiture of Units. (a) In the event that the Employee ceases to be employed by the Company or any of its subsidiaries on a full-time basis for any reason, then all Employee Units (whether held by the Employee or by one or more of the Employee's ’s transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be forfeited and returned to the Company; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "“Repurchase Option"”), for Fair Market Value. (b) In the event of a Change of Control, then all Performance Units (whether held by the Employee or by one or more of the Employee's ’s transferees) which, as of the date of such Change of Control, have not become Vested Units pursuant to Section 2, will be forfeited and returned to the Company. (c) The Repurchase Option shall be exercised by the Company, or its designee, from time to time, by delivering to the Employee a written notice of exercise and a check in the amount of the Fair Market Value. Upon delivery of such notice and payment of the purchase price as described above (or automatically upon any forfeiture of units pursuant to Section 3(a) or 3(b)), the Company, or its designee, shall become the legal and beneficial owner of the Employee Units being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of Employee Units being repurchased without further action by the Employee or any of his or her transferees. If the Company or its designee elect to exercise the Repurchase Option pursuant to this Section 3 and the Employee or his or her transferee fails to deliver the Employee Units in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Employee or his or her transferee in accordance herewith), whereupon (or, in any case, upon any forfeiture of units pursuant to this Section 3) the Company shall by written notice to the Employee cancel on its books the certificates(s) representing such Employee Units registered in the name of the Employee and all of the Employee's ’s or his or her transferee's ’s right, title, and interest in and to such Employee Units shall terminate in all respects. (d) Notwithstanding the foregoing, if at any time the Company elects to repurchase any Class B Common Units pursuant to the Repurchase Option, the Company shall pay the purchase price for the Class B Common Units it purchases (i) first, by offsetting indebtedness, if any, owing from such Employee to the Company and (ii) then, by the Company's ’s delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Units so purchased, duly endorsed; provided that, (x) if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (y) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase ((x) and (y) collectively the "“Cash Deferral Conditions"”), the portion of the cash payment so affected may be made by the Company's ’s delivery of a promissory note or senior preferred units of the Company with a liquidation preference equal to the balance of the purchase price. The promissory note or senior preferred units shall accrue interest or yield, as the case may be, annually at the "“prime rate" ” published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity. The value of each such senior preferred unit shall as of its issuance be deemed to equal (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of senior preferred units so issued. Any senior preferred units or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Employee Units are repurchased or forfeited pursuant to this Section 3, the Employee and his or her successors, assigns or Representatives shall take (at the Company's ’s expense) 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 in a timely manner.

Repurchase or Forfeiture of Units. (a) In the event that the Employee ceases to be employed by the Company or any of its subsidiaries on a full-time basis for any reason, then all Employee Units (whether held by the Employee or by one or more of the Employee's transferees) which as of the date of termination: (i) have not vested pursuant to Section 2 hereof, will be forfeited and returned to the Company; (ii) have vested pursuant to Section 2 hereof, will be subject to repurchase by the Company, at its option (the "Repurchase Option"), for Fair Market Value. (b) In the event of a Change of Control, then all Performance Units (whether held by the Employee or by one or more of the Employee's transferees) which, as of the date of such Change of Control, have not become Vested Units pursuant to Section 2, will be forfeited and returned to the Company. (c) The Repurchase Option shall be exercised by the Company, or its designee, from time to time, by delivering to the Employee a written notice of exercise and a check in the amount of the Fair Market Value. Upon delivery of such notice and payment of the purchase price as described above (or automatically upon any forfeiture of units pursuant to Section 3(a) or 3(b)) ), the Company, or its designee, shall become the legal and beneficial owner of the Employee Units being repurchased and all rights and interest therein or related thereto, and the Company, or its designee, shall have the right to transfer to its own name the number of Employee Units being repurchased without further action by the Employee or any of his or her transferees. If the Company or its designee elect to exercise the Repurchase Option pursuant to this Section 3 and the Employee or his or her transferee fails to deliver the Employee Units in accordance with the terms hereof, the Company, or its designee, may, at its option, in addition to all other remedies it may have, deposit the purchase price in an escrow account administered by an independent third party (to be held for the benefit of and payment over to the Employee or his or her transferee in accordance herewith), whereupon (or, in any case, upon any forfeiture of units pursuant to this Section 3) the Company shall by written notice to the Employee cancel on its books the certificates(s) representing such Employee Units registered in the name of the Employee and all of the Employee's or his or her transferee's right, title, and interest in and to such Employee Units shall terminate in all respects. (d) Notwithstanding the foregoing, if at any time the Company elects to repurchase any Class B Common Units pursuant to the Repurchase Option, the Company shall pay the purchase price for the Class B Common Units it purchases (i) first, by offsetting indebtedness, if any, owing from such Employee to the Company and (ii) then, by the Company's delivery of cash for the remainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Class B Common Units so purchased, duly endorsed; provided that, (x) if any such cash payment at the time such payment is required to be made would result (A) in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any of its subsidiaries or any of its or their property or (B) after giving effect thereto, in a Financing Default, or (y) if the Board determines in good faith that immediately prior to such purchase there shall exist a Financing Default which prohibits such purchase ((x) and (y) collectively the "Cash Deferral Conditions"), the portion of the cash payment so affected may be made by the Company's delivery of a promissory note or senior preferred units of the Company with a liquidation preference equal to the balance of the purchase price. The promissory note or senior preferred units shall accrue interest or yield, as the case may be, annually at the "prime rate" published in The Wall Street Journal on the date of issuance, which interest or yield, as the case may be, shall be payable at maturity. The value of each such senior preferred unit shall as of its issuance be deemed to equal (A) the portion of the cash payment paid by the issuance of such preferred units divided by (B) the number of senior preferred units so issued. Any senior preferred units or the promissory note shall be redeemed or payable when and to the extent the Cash Deferral Condition which prompted their issuance no longer exists. (e) In the event that Employee Units are repurchased or forfeited pursuant to this Section 3, the Employee and his or her successors, assigns or Representatives shall take (at the Company's expense) 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 in a timely manner.