Company Call Right. (a) (i) On or after a Member’s Separation Date or (ii) in connection with any Involuntary Transfer, Holdco or Pubco may, in Pubco’s sole discretion, elect to purchase 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 or, in the case of any Involuntary Transfer, that correspond to any such Units transferred to such Transferee (each such Member or Transferee, a “Call Members” and such Units, “Call Units”)) at any time by delivery of a written notice (a “Call Notice”) by the Manager to such Call Member(s) on or prior to the date that is sixty (60) calendar days following such Separation Date. The Call Notice shall set forth the Call Price and the proposed closing date of Holdco’s or Pubco’s, as applicable, purchase of such Attributable Call Securities; 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, (x) each Call Member shall deliver to the Company for cancellation its Call Units that correspond to such Attributable Call Securities, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company and accompanied by all requisite transfer taxes, if any 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), (y) such Call Units shall be free and clear of any Liens and (z) 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 such Call Units, including any distributions of the Company thereupon (other than the payment of (A) the Call Price at such closing and (B) amounts (if any) actually paid to the Company under the Tax Receivable Agre...
Company Call Right. Section 4 is deleted.
Company Call Right. (a) If Optionee ceases to be a Service Provider for any reason, the Company shall have the right to purchase from Optionee, or Optionee’s personal representative, as the case may be, any or all of the Shares then owned by Optionee (and any or all Shares acquired upon exercise of the Option after the date on which Optionee ceases to be a Service Provider) at a per Share price equal to the Fair Market Value of a Share on the date on which Optionee ceases to be a Service Provider (the “Call Right”).
Company Call Right. (a) If Participant ceases to provide services to the Company and its Subsidiaries for any reason, the Company shall have the right to purchase any or all of the Shares then held by a Holder at a price equal to the Fair Market Value (as defined in the Plan) of the Shares on the date on which the Participant ceases to provide such services (the “Call Right”).
Company Call Right. (a) If Participant ceases to be a Service Provider for any reason, the Company shall have the right to purchase any or all of the Vested Units (or any securities into which such Units may be converted) then owned by the Holder of such Vested Units at a price equal to the Fair Market Value of the Vested Units on the date on which the Participant ceases to be a Service Provider (the “Call Right”).
Company Call Right. (a) If Participant ceases to provide services to the Company and its Subsidiaries as an Employee, Consultant or Director for any reason, the Company shall have the right to purchase any or all of the Vested Shares then owned by the Holder at a price equal to the Fair Market Value of the Vested Shares on the date on which the Participant ceases to provide services (the “Call Right”).
Company Call Right. (i) Except as provided in Section 3(b)(ii), and subject to Section 3(b)(iii), in the event the Management Stockholder’s Employment with the Company terminates for any reason prior to the Agreement Termination Date, the Company (or its designated assignee) shall have the right, during the one hundred and eighty (180) day period following the later to occur of (A) such termination of Employment and (B) the one hundred and eighty-first (181st) day after the Management Stockholder or Transferee has acquired the Shares to be sold pursuant to this Section 3(b) (with respect to any Share, the later to occur of (A) and (B), determined on a share-by-share basis, but applying to all Shares then owned by the Management Stockholder, the “Call Trigger Date”), to purchase from the Management Stockholder or the Management Stockholder’s Transferee, and upon the exercise of such right the Management Stockholder or such Transferee shall sell to the Company (or its designated assignee), all or any portion of the Shares held by the Management Stockholder or Transferee as of the date as of which such right is exercised at a per Share price equal to the Fair Market Value of a Share determined as of the date such right is exercised.
Company Call Right. After your Board service ends, the Company shall have the right, but not the obligation, to purchase any Shares acquired by you upon exercise of your Option (the “Call Right”). This Call Right may be exercised, in whole or in part, from time to time, by the Company providing written notice to you expressing its intent to exercise its Call Right and establishing a call settlement date of not earlier than six (6) months after you acquired the Shares being called. If the Company exercises the Call Right, as consideration for the Shares purchased by the Company, you will be paid the Fair Market Value of the Shares on the call settlement date.
Company Call Right. After your employment ends, the Company shall have the right, but not the obligation, to purchase any RSU Shares held by you (the “Call Right”). This Call Right may be exercised, in whole or in part, from time to time, by the Company providing written notice to you expressing its intent to exercise its Call Right and establishing a call settlement date of not earlier than six (6) months after you acquired the Shares being called. If the Company exercises the Call Right, as consideration for the RSU Shares purchased by the Company, you will be paid the Fair Market Value of the RSU Shares on the call settlement date.
Company Call Right. Notwithstanding anything to the contrary in the Management Shareholders Agreement, the following additional Section 8(b) of the Management Shareholders Agreement shall apply solely with respect to the Co-Investment:
