Common use of Termination for Cause by the Company and other Call Events Clause in Contracts

Termination for Cause by the Company and other Call Events. If(i) the Management Stockholder’s active employment with the Company (or any of its subsidiaries or Affiliates) is terminated by the Company (or any of its subsidiaries or Affiliates) for Cause or (ii) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option Agreements, as applicable) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, which is not so cured (each event described above, a “Section 5(a) Call Event”), then: (A) With respect to Stock, the Company may purchase (or cause one or more of its Affiliates to purchase) all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (I) the applicable price per share paid by such Management Stockholder Entities for such Stock and (II) the Fair Market Value on the Repurchase Calculation Date; and (B) All outstanding and unexercised Options (whether or not vested) shall automatically be terminated without any payment in respect thereof.

Termination for Cause by the Company and other Call Events. If(iIf, (i) prior to the fifth anniversary of the Grant Date, the Management Stockholder’s active employment with the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) is terminated by the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) for Cause or (ii) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option Agreements, as applicable) ), after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, transfer which is not so cured (each event described above, a “Section 5(a6(a) Call Event”), then: (Ai) With respect to Stock, the Company may purchase (or cause purchase, on one or more of its Affiliates to purchase) occasion, all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (Ix) the Base Price (or other applicable price per share paid by such Management Stockholder Entities for such Stock Stock) and (IIy) the Fair Market Value on the Repurchase Calculation Date; and (Bii) All outstanding and unexercised with respect to all Options, all Options (whether or not vested) shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 6(a) Call Event.

Termination for Cause by the Company and other Call Events. If(iIf (i) the Management Stockholder’s active employment with the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) is terminated by the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) for Cause Cause, or (ii) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option Award Agreements Agreements, as applicable) ), after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, transfer which is not so cured (each event described above, a “Section 5(a) Call Event”), and subject to Section 5(g), then: (AI) With respect to Stock, the Company may purchase (or cause one or more of its Affiliates to purchase) all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (Ix) the applicable price per share paid by such Management Stockholder Entities for such Stock Base Price and (IIy) the Fair Market Value on the Repurchase Calculation Date; Date and; (BII) All With respect to all outstanding Options and unexercised Options (whether or not vested) unvested Restricted Stock and Restricted Stock Units, as applicable, all such Awards shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 5(a) Call Event.

Termination for Cause by the Company and other Call Events. If(iIf (i) the Management Stockholder’s active employment with the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) is terminated by the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) for Cause Cause, or (ii) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option Agreements, as applicable) ), after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, transfer which is not so cured (each event described above, a “Section 5(a) Call Event”), and subject to Section 5(g), then: (AI) With respect to Stock, the Company may purchase (or cause one or more of its Affiliates to purchase) all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (Ix) the applicable price per share paid by such Management Stockholder Entities for such Stock Base Price and (IIy) the Fair Market Value on the Repurchase Calculation Date; Date and; (BII) All With respect to all Options, all outstanding and unexercised Options (whether or not vested) shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 5(a) Call Event.

Termination for Cause by the Company and other Call Events. If(iIf (i) the Management Stockholder’s active employment with the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) is terminated by the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) for Cause or (ii) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option Agreements, as applicable) ), after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, transfer which is not so cured (each event described above, a “Section 5(a6(a) Call Event”), then: (Ai) With respect to Stock, the Company may purchase (or cause purchase, on one or more of its Affiliates to purchase) occasion, all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (Ix) the Base Price (or other applicable price per share paid by such Management Stockholder Entities for such Stock Stock) and (IIy) the Fair Market Value on the Repurchase Calculation Date; and (Bii) All With respect to all Options, all outstanding and unexercised Options (Options, whether vested or not vested) unvested, shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 6(a) Call Event.

Termination for Cause by the Company and other Call Events. If(i) If the Management Stockholder’s active employment with the Company (or any of or, if applicable, its subsidiaries or Affiliates) is terminated by the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) for Cause or (ii) the Management Stockholder Entities effect a transfer of Stock (or OptionsOptions or RSUs) that is prohibited under this Agreement (or the Stock Option Agreements or RSU Agreements, as applicable) ), after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, transfer which is not so cured (each event described above, a “Section 5(a6(a) Call Event”), then: (Ai) With respect to Stock, the Company may purchase (or cause purchase, on one or more of its Affiliates to purchase) occasion, all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (Ix) the applicable price per share price, if any, paid by such Management Stockholder Entities for such Stock and (IIy) the Fair Market Value on the Repurchase Calculation Date; and (Bii) All With respect to all Options, all outstanding and unexercised Options (Options, whether vested or not vested) unvested, shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 6(a) Call Event.

Termination for Cause by the Company and other Call Events. If(iIf (1) the Management Stockholder’s active employment service with the Company (or any of its subsidiaries Subsidiaries or Affiliates) is terminated by the Company (or any of its subsidiaries Subsidiaries or Affiliates) for Cause Cause, or (ii1) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option AgreementsAward Agreement, as applicable) after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, which is not so cured (each event described above, a “Section 5(a) Call Event”), then: (A) With with respect to (x) any vested shares of Restricted Stock and (y) any other Stock, the Company may purchase (or cause one or more of its Affiliates to purchase) all or any portion of the such shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (I) the applicable price per share paid by such Management Stockholder Entities for such Stock and (II) the Fair Market Value on the Repurchase Calculation Date; and (B) All outstanding with respect to any shares of Restricted Stock, to the extent not then vested or previously forfeited, such shares shall immediately be forfeited, and unexercised Options (whether or not vested) shall automatically be terminated without any payment in respect thereof.

Termination for Cause by the Company and other Call Events. If(i) If the Management Stockholder’s active employment with the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) is terminated by the Company (or any of or, if applicable, its subsidiaries or Affiliatesaffiliates) for Cause or (ii) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option Agreements, as applicable) ), after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, transfer which is not so cured (each event described above, a “Section 5(a6(a) Call Event”), then: (Ai) With respect to Stock, the Company may purchase (or cause purchase, on one or more of its Affiliates to purchase) occasion, all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (Ix) the Base Price (or other applicable price per share paid by such Management Stockholder Entities for such Stock Stock) and (IIy) the Fair Market Value on the Repurchase Calculation Date; and (Bii) All With respect to all Options, all outstanding and unexercised Options (Options, whether vested or not vested) unvested, shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 6(a) Call Event.

Termination for Cause by the Company and other Call Events. If(iIf (i) the Management Stockholder’s active employment with the Company (or any of or, if applicable, its subsidiaries or Affiliates) is terminated by the Company (or any of or, if applicable, its subsidiaries or Affiliates) for Cause Cause, or (ii) the Management Stockholder Entities effect a transfer of Stock (or Options) that is prohibited under this Agreement (or the Stock Option Award Agreements, as applicable) , after notice from the Company of such impermissible transfer and a reasonable opportunity to cure such transfer, transfer which is not so cured (each event described above, a “Section 5(a) Call Event”), and subject to Section 5(g), then: (AI) With respect to Stock, the Company may purchase (or cause one or more of its Affiliates to purchase) all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share purchase price equal to the lesser of (Ix) the applicable price per share paid by such Management Stockholder Entities for such Stock Base Price and (IIy) the Fair Market Value on the Repurchase Calculation Date; Date and; (BII) All With respect to all outstanding Options and unexercised Options (whether or not vested) unvested Restricted Stock Units, as applicable, all such Awards shall be automatically be terminated without any payment in respect thereofthereof upon the occurrence of the Section 5(a) Call Event.