Common use of Company Call Right Clause in Contracts

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In (i) On or after a Member’s Separation Date or (ii) in connection with any Involuntary Transfer by any Non-Transfer, Holdco or Pubco Member, the Company or the Managing Member may, in the Managing MemberPubco’s sole discretion, elect to purchase from any or all of the vested Attributable Securities (“Attributable Call Securities”) held by the Company that correspond to the Vested Common Units of such Member and/or or, in the case of any Involuntary Transfer, that correspond to any such Transferee(s) in Units transferred to such Involuntary Transfer Transferee (eacheach such Member or Transferee, a “Call Member”) any or all of Units so Transferred (Members” and such Units, “Call Units”), ) at any time by delivery of a written notice (a “Call Notice”) by the Manager to such Call MemberMember(s) on or prior to the date that is sixty (60) calendar days following such Separation Date. The Call Notice shall set forth the Unit Redemption Call Price and the proposed closing date of such Holdco’s or Pubco’s, as applicable, purchase of such Attributable Call UnitsSecurities; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. In the event that Holdco or Pubco do not elect to purchase any or all of Attributable Call Securities held by the Company that correspond to such Call Units, the Company may nevertheless in its sole discretion elect to purchase from such Call Member any or all of such Call Units that correspond to such Attributable Call Securities in the same manner as if Holdco and Pubco had elected to purchase such Attributable Call Securities. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (ix) each Call Member shall deliver to the Company for cancellation its Call UnitsUnits that correspond to such Attributable Call Securities, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if anyany in exchange for a purchase price equal to the fair market value of such Call Units (as determined by the Manager in its sole discretion) (the “Call Price”), which may be paid the form of a Company Note pursuant to Section 9.05(c), (iiy) such Call Units shall be free and clear of any Liens and (iiiz) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its such Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of (A) the Unit Redemption Call Price at such closingclosing and (B) amounts (if any) actually paid to the Company under the Tax Receivable Agreement in respect of such Attributable Call Securities), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company. Any post-termination payments in respect of such Call Units (including under the Company andNote and any Minimum Annual Payments (as defined below) shall be conditioned on the Member executing and delivering (and not revoking) a waiver and release of claims satisfactory to Holdco and Pubco within 60 days following the Separation Date; provided that if such 60 day period spans two taxable years of the Member, then the first post-termination payment shall commence in the second taxable year (but in all events after the release has become effective). Notwithstanding the definition of “Call Price”, in the event of a breach by the Member of Section 9.04, (1) the “Call Price” shall be no or nominal consideration as determined in the Manager’s sole discretion, and 2B) to the extent a Company Note has been issued to such Call Member, or consideration payable pursuant to this Section 9.05 is otherwise payable in installments (including any Minimum Annual Payment), all remaining amounts payable to such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubcodeemed forfeited.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of the Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (if applicable) (each, a “Call Member”) any or all of the Units so Transferred or so held by such Member (or such Member’s Permitted Transferees), as applicable (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member (other than any SL Member or any Xxxxx Member), the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of Units so Transferred Transferred, together with any shares of Pubco Common Stock constituting the remainder of any Paired Interests in which such Units were included (“Call UnitsPaired Interests”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Call Price and the proposed closing date of such purchase of such Call UnitsPaired Interests; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Call Price in cash, (i) each Call Member shall deliver its Call UnitsPaired Interests, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units Paired Interests shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call UnitsPaired Interests. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call UnitsPaired Interests, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Call Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with At any Involuntary Transfer by any Non-Pubco Membertime after April 1, 1999, to the extent this Warrant has not been exercised, the Company or shall have the Managing Member mayright to purchase this Warrant from the Registered Holder, in whole but not in part, for a purchase price equal to the Managing Member’s sole discretionproduct of the Exercise Price and the number of Warrant Shares for which this Warrant is then exercisable (the "Call Price") in each case as of the date of closing contemplated in the next sentence, elect by giving written notice to the Registered Holder of the Company's desire to purchase this Warrant (the "Call Notice") provided that on the date such Call Notice is given (i) the Fair Market Value per share of the Company's Common Stock is at least equal to $1.75 (appropriately adjusted for stock splits, stock dividends, recapitalizations and similar events), (ii) at least 10% of the Company's outstanding shares of Common Stock traded in the 40 trading day period during which the Fair Market Value per share of the Company's Common Stock was determined for purposes of clause (i); provided, however, that for purposes of determining the number of shares traded during such period, Block Trades shall be excluded, (iii) the Company's Common Stock is listed on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market and (iv) the Company has not experienced a material shortfall from the Projections and no Event of Default (or event which with notice or lapse of time or both would become an Event of Default) has occurred and is continuing. The closing of the purchase and sale of this Warrant shall take place on such Member and/or date as is specified in the Call Notice, which date shall be no sooner than 30 Business Days after receipt of the Call Notice and no later than 60 days after receipt of the Call Notice, at the Company's principal place of business. At such Transferee(s) closing, the Registered Holder shall transfer all right, title and interest in such Involuntary Transfer (eachand to this Warrant to the Company and the Company shall pay to the Registered Holder, a “by wire transfer of immediately available funds, an amount equal to the Call Member”) any or all of Units so Transferred (“Call Units”)Price. Notwithstanding the foregoing, at any time by delivery of a written notice (a “Call Notice”) prior to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such salecontemplated by this Section 9, this Warrant may be exercised in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver accordance with its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubcoterms.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of the Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Call Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member Member, as the case may be, to such Call Members of the Unit Redemption Call Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Call Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafterthereafter as a result of such shares being cancelled and retired in accordance with Section 10.07, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (if applicable) (each, a “Call Member”) any or all of the Units so Transferred or so held by such Member (or such Member’s Permitted Transferees), as applicable (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly WEIL:\98138660\9\68083.0004 endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member or any Management Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member (or in the case of a Management Member, from Management LLC), and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of the Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Non-Pubco Member and/or such the Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of the Units so Transferred (or to be Transferred) (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the LLC Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call NoticeNotice is delivered to the Call Member. At the closing of any such sale, in exchange for the payment by the Company or the applicable Managing Member to such Call Members Member of the LLC Unit Redemption Price in cash, (ia) each the Call Member shall deliver its Call Units, duly endorsed, endorsed or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (iib) such Call Units shall be free and clear of any Liens and (iiic) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member (i) shall no longer be entitled to any rights in respect of its the Transferred Call Units, including any distributions of or payments by the Company or Pubco thereupon with respect to such Call Units (other than the payment of the LLC Unit Redemption Price at such closing), and, to the extent any (ii) if such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company andCompany, and (iii) to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member or any Management Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member (or in the case of a Management Member, from Management LLC), and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of the Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such salesale (a “Call Closing Date”), in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco. Notwithstanding anything to the contrary herein, neither the Company nor the Managing Member may elect to purchase Call Units pursuant to this Section 9.02 unless (A) Pubco determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Call Closing Date and (B) Pubco contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Unit Redemption Price for such Call Units. For the avoidance of doubt, the Company shall have no obligation to pay a Unit Redemption Price for such Call Units that exceeds the cash contributed to the Company by the Corporation from Pubco’s offering or sales of Class A Common Stock referenced earlier in this Section 9.02.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco Member (other than a GA Member), the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of the Units so Transferred Transferred, together with any shares of Pubco Common Stock constituting the remainder of any Paired Interests in which such Units were included (“Call UnitsPaired Interests”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Call Price and the proposed closing date of such purchase of such Call UnitsPaired Interests; provided provided, that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Call Price in cash, (i) each Call Member shall deliver its Call UnitsPaired Interests, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units Paired Interests shall be free and clear of any Liens liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call UnitsPaired Interests. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call UnitsPaired Interests, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Call Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Pubco MemberMember (other than Management Holdings) or an Involuntary Corresponding Transfer, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such an Involuntary Transfer (if applicable) or Management Holdings in an Involuntary Corresponding Transfer (each, a “Call Member”) any or all of the Units so Transferred or so held by such Member (or such Member’s Permitted Transferees) or the Corresponding Company Unit from Management Holdings, as applicable (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. (a) In connection with any Involuntary Transfer by any Non-Non- Pubco Member (other than any SL Member or any Xxxxx Member), the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of Units so Transferred Transferred, together with any shares of Pubco Common Stock constituting the remainder of any Paired Interests in which such Units were included (“Call UnitsPaired Interests”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Call Price and the proposed closing date of such purchase of such Call UnitsPaired Interests; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Call Price in cash, (i) each Call Member shall deliver its Call UnitsPaired Interests, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units Paired Interests shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call UnitsPaired Interests. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call UnitsPaired Interests, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Call Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

Company Call Right. Prior to the Initial Public Offering, if the Optionee experiences a Termination of Services for any reason, then for a period of one (a1) In connection with any Involuntary Transfer by any Non-Pubco Memberyear following such termination (the “Company Call Period”), the Company or shall have the Managing Member may, in right (the Managing Member’s sole discretion, elect “Company Call Right”) to purchase from the Shares that Optionee acquired by exercising its vested Options on or prior to the expiration of the Option in accordance with Section 3.3 above (and after giving effect to the forfeiture provisions contemplated by Sections 3.1 above) (such Member and/or such Transferee(s) in such Involuntary Transfer (eachShares, a the “Call MemberCalled Shares”) any or all of Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of exercise of such purchase rights to the Optionee, at a price equal to the Fair Market Value of such Call Units; provided that such closing date shall occur within ninety (90) days following Shares as of the date of such the exercise of the Call Notice. At Right (the closing of any such sale“Call Price”), in exchange cash payable within thirty (30) days of the written notice of exercise of such rights or, at the Company’s sole discretion and solely with respect to no more than the excess of the aggregate Call Price with respect to the Optionee over $500,000, for a subordinated note in a principal amount equal to the payment amount necessary to satisfy such repurchase right (less the initial cash payment), which principal amount shall accrue interest at the applicable federal rate and shall be paid (together with any accrued and unpaid interest on such subordinated note) by the Company no later than five (5) years from the repurchase date. Notwithstanding the foregoing, the Company may not exercise the Company Call Right with respect to any Shares that Optionee acquired by exercising its vested Options prior to the date that is six (6) months and one (1) day following the Optionee’s acquisition of such shares. Notwithstanding the foregoing, if, following any termination from employment of an Optionee, the Optionee breaches any of the restrictive covenants set forth in Article IV of this Agreement or restrictive covenants set forth in any written agreement between the Managing Member Optionee and the Company or a Subsidiary, then any Shares that Optionee acquired by exercising its vested Options may be repurchased by the Company during the Company Call Period for $0 pursuant to the foregoing procedure, and in the event that Shares that Optionee acquired by exercising its vested Options were repurchased prior to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory breach pursuant to the Company Call Right, the Optionee shall be required to promptly repay to the Company, upon 30 days prior written demand by the Board or the Managing MemberCommittee, as applicable, duly executed any cash payment received by the Optionee upon such Call Member repurchase and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of the Company may cancel without consideration any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is outstanding subordinated notes relating to the sole beneficial and record owner repurchase of such Call UnitsShares upon notice to the Optionee. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions the expiration of the Company Call Period, if the Company has not exercised the Company Call Right, then, during the thirty (30) day period following such expiration, the Ares Members (or Pubco thereupon (other their respective designee(s)) shall have the right to purchase such Shares, on the same terms and conditions that applied to the Company. If more than the payment one of the Unit Redemption Price at Ares Members elects to exercise such closing)repurchase right, and, the right shall be allocated among such Ares Members on a pro-rata basis according to such Ares Members’ relative percentage interests or in such other proportions as the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubcoparticipating Ares Members may agree.

Company Call Right. (a) i. In connection with any Involuntary Transfer by any Non-Pubco Member (other than a GA Member), the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of the Units so Transferred Transferred, together with any shares of Pubco Common Stock constituting the remainder of any Paired Interests in which such Units were included (“Call UnitsPaired Interests”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Call Price and the proposed closing date of such purchase of such Call UnitsPaired Interests; provided provided, that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Call Price in cash, (i) each Call Member shall deliver its Call UnitsPaired Interests, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units Paired Interests shall be free and clear of any Liens liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call UnitsPaired Interests. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call UnitsPaired Interests, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Call Price at such closing), and, to the extent any such Call Member does not hold any Units DOCPROPERTY "Keywords" \* MERGEFORMAT Doc#: US1:14553674v14 thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.