Xxxxxxxxxx Option. In the event of any voluntary or involuntary termination of the services of the Purchaser to the Company for any or no reason before all of the Shares are released from the Company’s Repurchase Option (as defined below), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option, but not the obligation, for a period of ninety (90) days from such date to repurchase all or any portion of the Unreleased Shares (as defined below in Section 3) at such time (the “Repurchase Option”) at a purchase price of $0.0001 per share (the “Repurchase Price”). The Repurchase Option shall be exercisable by the Company by written notice to the Purchaser or the Purchaser’s executor and shall be exercisable by delivery to the Purchaser or the Purchaser’s executor of cash, check or wire transfer in an amount equal to the Repurchase Price times the number of Shares to be repurchased (the “Aggregate Repurchase Price”). Upon delivery of such notice and the payment of the Aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company. The Repurchase Option set forth in this Section 2 may be assigned by the Company in whole or in part in its sole and unfettered discretion.
Xxxxxxxxxx Option. In the event Buyer (a) defaults on its payment obligations under the Earnout Notes, or (b) Buyer defaults in the payment of any indebtedness owed to General Electric Capital Corporation ("GECC") or under any loan agreement or other loan document with respect to such indebtedness, and GECC gives Sellers notice of its intent to foreclosure the liens of GECC on the assets of the Company or the Shares (or GECC initiates any proceeding or takes any action with respect to such foreclosures). Sellers shall have the option, but not the obligation, to repurchase from the Buyer all of the issued and outstanding capital stock of the Company. The option to repurchase the stock following a default described in clause (a) may be exercised by Sellers on or after July1, 1999, provided the payment default under the Earnout Notes at the time option is exercised has not been cured. The option to repurchase the stock contained in clause (b) may be exercised at any time following the occurrence of the event listed in clause (b) Sellers shall provide written notice to Buyer of its intent to exercise the option. Once Sellers have provided written notice to Buyer of its intent to exercise the option, Sellers shall have 180 days from the date of the notice to close on the repurchase of the stock. In the event Sellers fail to close on the repurchase of the stock within the 180 day period, Sellers shall forfeit their option to repurchase the stock. Once Sellers have closed on the repurchase of the Shares, Sellers shall have no further rights under the Earnout Note or any other instrument securing the obligations under the Earnout Note. Buyer agrees to cause GECC to enter into a letter agreement (the "Tri Party Agreement") with Sellers and Buyer pursuant to which GECC will acknowledge Sellers' option to repurchase the Shares and will agree to give Sellers written notice at least thirty (30) days prior to the initiation by GECC of any proceeding or the taking of any action by GECC to foreclose its liens on the assets of the Company or the Shares. Nothing contained in this Section 11 shall limit Sellers rights to pursue any right or remedy under the Earnout Note or the Fixed Note or this Agreement.
Xxxxxxxxxx Option. The vested Units held by an Executive, will be subject to repurchase, in each case by the holders of Class B Units who are then employed by the Company or its Subsidiaries, the Company and its Subsidiaries, and the Investor Members pursuant to the terms and conditions set forth in this Section 4 (the “Repurchase Option”). In addition, the Repurchase Option and the principles and procedures of this Section 4 shall also apply with respect to the purchase of Class A Units underlying Deferred Units that may later become subject to repurchase or cash settlement by the Company or its subsidiaries pursuant to the terms of the applicable purchase or grant agreement related to such Deferred Units.
Xxxxxxxxxx Option. Such payments shall be made ratably over the Severance Period according to the Company's standard payroll schedule. Employee will also be entitled to receive payment on the date of termination of any bonus payable under Section 4(c). Health insurance benefits with the same coverage provided to Employee prior to the termination (e.g. medical, dental, optical, mental health) and in all other respects significantly comparable to those in place immediately prior to the termination will be provided at the Company's cost over the Severance Period.
