Common use of Supplemental Repurchase Notice Clause in Contracts

Supplemental Repurchase Notice. If for any reason the Company does not elect to purchase all of the Executive Securities (other than Unvested Incentive Units) pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities (other than Unvested Incentive Units) which the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event before the date that is six months and one day after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within seven months after the Separation. If the Investors elect to purchase an aggregate number of any class of Available Securities greater than the number of Available Securities of such class, the Available Securities of such class shall be allocated among the Investors based upon the number of Units of such class owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the seven-month period set forth above, the Company shall notify each holder of Executive Securities as to the number of Units of each class being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor setting forth the number of Units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction.

Supplemental Repurchase Notice. If for any reason the Company does not elect to purchase all of the Executive Securities (other than Unvested Incentive Units) Units pursuant to the Repurchase Option, the GTCR Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities (other than Unvested Incentive Units) Units which the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event before the date that is six months and one day after the Separation, the Company shall give written notice (the “Option Notice”) to the GTCR Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The GTCR Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within seven nine months after the Separation. If the GTCR Investors elect to purchase an aggregate number of any class of Available Securities greater than the number of Available Securities of such class, the Available Securities of such class shall be allocated among the GTCR Investors based upon the number of Units of such class owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the sevennine-month period set forth above, the Company shall notify each holder of Executive Securities Incentive Units as to the number of Units of each class being purchased from such holder by the GTCR Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive SecuritiesIncentive Units, the Company shall also deliver written notice to each Investor setting forth the number of Units of each class such GTCR Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The total number of Unvested Incentive Units and the total number of Vested Incentive Units to be repurchased hereunder will be allocated between Employee and the other holders of Incentive Units (if any) pro rata according to the number of Incentive Units to be purchased from each of them.

Supplemental Repurchase Notice. If for any reason the Company does not elect to purchase all of the Executive Securities (other than Unvested Vested Incentive Units) Units pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities (other than Unvested Vested Incentive Units) Units which the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event before the date that is six (6) months and one day after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within seven (7) months after the Separation. If the Investors elect to purchase an aggregate number of any class of Available Securities greater than the number of Available Securities of such class, the Available Securities of such class shall be allocated among the Investors based upon the number of Units of such class owned by each Investor. As soon as practicable, and in any event within ten (10) days after the expiration of the seven-month seven (7)-month period set forth above, the Company shall notify each holder of Executive Director Securities as to the number of Units of each class being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Director Securities, the Company shall also deliver written notice to each Investor setting forth the number of Units of each class such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction.

Supplemental Repurchase Notice. If for any reason the Company does not elect to purchase all of the Executive Securities (other than Unvested Incentive Units) pursuant to the Repurchase Option, the Investors each Repurchasing Unitholder shall be entitled to exercise the Repurchase Option for all or any portion such number of the Executive Securities (other than Unvested Incentive Units) which the Company has not elected to purchase (the “Available Securities”) equal to the Available Securities multiplied by a fraction, the numerator of which is the aggregate number of Common Units owned by such Repurchasing Unitholder and the denominator of which is the sum of all issued and outstanding Common Units of the Company held by the Repurchasing Unitholders (the “Pro Rata Share”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event before the date that is six months and one day after the Separation, the Company shall give written notice (the “Option Notice”) to the Investors each Repurchasing Unitholder setting forth the number such Repurchasing Unitholder’s Pro Rata Share of Available Securities and the purchase price for the Available Securities. The Investors A Repurchasing Unitholder may elect to purchase any or all of the its Pro Rata Share of Available Securities by giving written notice to the Company within seven months after the Separation. If the Investors for any reason a Repurchasing Unitholder does not elect to purchase an aggregate all of its Pro Rata Share of the Available Securities, the other Repurchasing Unitholder shall be given the opportunity, upon five days’ prior written notice, to purchase such number of any class of Available Securities greater than the number of Available Securities of such class, the Available Securities of such class shall be allocated among which the Investors based upon the number of Units of such class owned by each InvestorRepurchasing Unitholder has not elected to purchase. As soon as practicable, and in any event within ten days after the expiration of the seven-month period set forth above, the Company shall notify each holder of Executive Securities as to the number of Units of each class being purchased from such holder by the Investors Repurchasing Unitholders (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive Securities, the Company shall also deliver written notice to each Investor the Repurchasing Unitholders setting forth the number of Units of each class such Investor Repurchasing Unitholder is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction.

Supplemental Repurchase Notice. If for any reason the Company does not elect to purchase all of the Executive Securities (other than Unvested Incentive Units) Units pursuant to the Repurchase Option, the GTCR Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities (other than Unvested Incentive Units) Units which the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event before the date that is six months and one day after the Separation, the Company shall give written notice (the “Option Notice”) to the GTCR Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The GTCR Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within seven nine months after the Separation. If the GTCR Investors elect to purchase an aggregate number of any class of Available Securities greater than the number of Available Securities of such class, the Available Securities of such class shall be allocated among the GTCR Investors based upon the number of Units of such class owned by each GTCR Investor. As soon as practicable, and in any event within ten days after the expiration of the sevennine-month period set forth above, the Company shall notify each holder of Executive Securities Incentive Units as to the number of Units of each class being purchased from such holder by the GTCR Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive SecuritiesIncentive Units, the Company shall also deliver written notice to each GTCR Investor setting forth the number of Units of each class such GTCR Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The total number of Unvested Incentive Units and the total number of Vested Incentive Units to be repurchased hereunder will be allocated between Employee and the other holders of Incentive Units (if any) pro rata according to the number of Incentive Units to be purchased from each of them.

Supplemental Repurchase Notice. If for any reason the Company does not elect to purchase all of the Executive Securities (other than Unvested Incentive Units) Units pursuant to the Repurchase Option, the GTCR Investors shall be entitled to exercise the Repurchase Option for all or any portion of the Executive Securities (other than Unvested Incentive Units) Units which the Company has not elected to purchase (the “Available Securities”). As soon as practicable after the Company has determined that there will be Available Securities, but in any event before the date that is six months and one day after the Separation, the Company shall give written notice (the “Option Notice”) to the GTCR Investors setting forth the number of Available Securities and the purchase price for the Available Securities. The GTCR Investors may elect to purchase any or all of the Available Securities by giving written notice to the Company within seven nine months after the Separation. If the GTCR Investors elect to purchase an aggregate number of any class of Available Securities greater than the number of Available Securities of such class, the Available Securities of such class shall be allocated among the GTCR Investors based upon the number of Units of such class owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the sevennine-month period set forth above, the Company shall notify each holder of Executive Securities Incentive Units as to the number of Units of each class being purchased from such holder by the GTCR Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Executive SecuritiesIncentive Units, the Company shall also deliver written notice to each GTCR Investor setting forth the number of Units of each class such GTCR Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The total number of Unvested Incentive Units and the total number of Vested Incentive Units to be repurchased hereunder will be allocated between Employee and the other holders of Incentive Units (if any) pro rata according to the number of Incentive Units to be purchased from each of them.