Common use of SEPARATION PUT RIGHT Clause in Contracts

SEPARATION PUT RIGHT. (i) In the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries as a result of Executive's (A) death, (B) Disability, (C) employment termination by the Company, Employer or any of their respective Subsidiaries without Cause when there is not Substantial Underperformance or (D) resignation from his employment for Good Reason when there is not Substantial Underperformance (each a "SEPARATION PUT EVENT"), Executive may elect (the "SEPARATION PUT ELECTION"), subject to and in accordance with the terms of this SECTION 4(a) AND SECTION 5 below, to require the Company to purchase from Executive and the other holders of Executive Securities under this Agreement all (but not less than all) of the Vested Units held by Executive or such holders by delivering written notice (the "SEPARATION PUT EXERCISE NOTICE") to the Company before the expiration of the Put Election Period, specifying in such Separation Put Exercise Notice the number and type of Vested Units required to be purchased by the Company. (ii) For any Separation Put Election, the purchase price for each Vested Unit will be the Fair Market Value of such unit as of the Put Event Date. (iii) The closing of the purchase of the Vested Units pursuant to the Separation Put Election shall take place on a date to be designated by the Company in the Company Separation Purchase Price Notice, which date shall not be more than 30 days nor less than five days after the Separation Put Exercise Notice is received by the Company. The Company shall specify in writing to Executive the aggregate consideration to be paid for such units and the time and place for the closing of the transaction within five days after receipt of the Separation Put Exercise Notice (the "COMPANY SEPARATION PURCHASE PRICE NOTICE"). The Company will pay for the Vested Units to be purchased by it pursuant to the Separation Put Election by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder of the purchase price by a check or wire transfer of immediately available funds. The Company will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers' signatures be guaranteed. (iv) Notwithstanding anything herein to the contrary, the purchase obligations of the Company pursuant to this SECTION 4(a) shall terminate if, prior to the consummation of such purchase obligations, a Public Offering or a Sale of the Company occurs (such termination effective as of the consummation of the Public Offering or Sale of the Company, as the case may be).