Put Rights/Mandatory Repurchase. (a) In the event that, during the term of this Agreement, the employment of a Shareholder with the Corporation or any of its "Affiliates" (as hereinafter defined) is terminated, for any reason or no reason, and such Shareholder (a "Terminated Shareholder") is, as a result of such termination, no longer employed by the Corporation or any of its Affiliates (any such occurrence being referred to herein as a "Termination"), then such Terminated Shareholder shall, for six (6) months following the effective date of such Termination, have the right, but not the obligation, to elect, by written notice given to the Corporation in the manner provided in this Agreement, to sell to the Corporation all (but not less than all) of the Shares then owned by such Terminated Shareholder in accordance with Section 1(c). Notwithstanding the foregoing, in the event of any Termination which occurs prior to the expiration of three (3) years from the date of this Agreement, the right of the Terminated Shareholder to elect to sell his Shares under this Section 1(a) shall not arise until the third (3rd) anniversary of the date of this Agreement, and shall expire on the date that is six (6) months after the third (3rd) anniversary of the date of this Agreement. For purposes of this Agreement, the term "
Put Rights/Mandatory Repurchase. (a) In the event that, during the term of this Agreement, the employment of a Shareholder with the Corporation or any of its "Affiliates" (as hereinafter defined) is terminated, for any reason or no reason, and such Shareholder (a "Terminated Shareholder") is, as a result of such termination, no longer employed by the Corporation or any of its Affiliates (any such occurrence being referred to herein as a "Termination"), then such Terminated Shareholder shall, for six (6) months following the effective date of such Termination, have the right, but not the obligation, to elect, by written notice given to the Corporation in the manner provided in this Agreement, to sell to the Corporation all (but not less than all) of the Shares then owned by such Terminated Shareholder in accordance with Section 1(c). Notwithstanding the foregoing, in the event of any Termination which occurs prior to the expiration of three (3) years from the date of this Agreement, the right of the Terminated Shareholder to elect to sell his Shares under this Section 1(a) shall not arise until the third (3rd) anniversary of the date of this Agreement, and shall expire on the date that is six (6) months after the third (3rd) anniversary of the date of this Agreement. For purposes of this Agreement, the term "Affiliate" shall mean any entity that controls, is controlled by or is under common control with the Corporation; provided, however, that control of an entity shall be deemed to exist only by virtue of ownership of greater than 50%of the voting securities of such entity. <PAGE> (b) In the event of the death of any Shareholder (a "Deceased Shareholder") at any time during the term of this Agreement, the Corporation shall purchase, and the estate of the Deceased Shareholder shall sell to the Corporation, all of the Shares owned by such Deceased Shareholder at the time of his death in accordance with Section 1(c). (c) The purchase price for any Shares sold to the Corporation pursuant to this Section 1 shall be the Value Per Share as calculated pursuant to Section 6 multiplied by the number of Shares sold by the selling Shareholder or his estate, as the case may be. Subject to Section 6(b) (iv), the closing of any sale of Shares to the Corporation pursuant to this Section 1 shall take place at a place, date and time mutually acceptable to the selling Shareholder or his estate, as the case may be, and the Corporation or, if no such agreement is reached, at the offices of the Corporation, on...
