Common use of Call Options Clause in Contracts

Call Options. (a) If (i) Participant’s employment with or service to the Employer, Parent and their Subsidiaries is terminated by Employer, Parent or its Subsidiaries for Cause, (ii) Participant voluntarily resigns Participant’s employment with or services to the Employer, Parent and its Subsidiaries when grounds for Cause exist, or (iii) a Restrictive Covenant Violation occurs, Partnership shall have the right, for 12 months following, as applicable, each of (x) the Termination Date or (y) the date of such Restrictive Covenant Violation (or, if later, the date on which a member of the Board (other than Participant and Participant’s designee(s), if applicable) has actual knowledge thereof), to purchase (together with the rights in Section 4.1(b) and Section 4.1(c), the “Call Option”), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the date of the Call Notice (as defined below) is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If Participant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 4.1(a), Partnership shall have the right, for 12 months following the Termination Date, to purchase, and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall not be less than zero. (c) In the event that Participant engages in a Competing Business (as defined in Appendix A) at any time after Participant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Partnership shall have the right, for 12 months following the date of such engagement in a Competing Business (or, if later, the date on which the Board (other than Participant and Participant’s designee(s), if applicable) has knowledge thereof), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Partnership may elect to exercise its Call Option in Section 4.1(a) in lieu of this Section 4.1(c), to the extent applicable. (d) If Participant’s employment with Parent and its Subsidiaries terminates for any reason, all Unvested Incentive Units will be forfeited immediately without further action by Parent (or to the extent a forfeiture is not permissible under applicable law for any reason, such Unvested Incentive Units shall be subject to the Call Option in Section 4.1(a), with the purchase price per Unvested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the Repurchase Notice Date) and (2) Cost); provided, that such purchase price shall not be less than zero. (e) If Partnership desires to exercise the Call Option pursuant to this Section 4.1, Partnership shall send written notice to each member of Participant’s Group of its intention to purchase Incentive Units, specifying the number of Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of Partnership on a date specified by Partnership not later than the 10th day after the giving of the Call Notice. Notwithstanding the foregoing, if Partnership elects not to exercise the Call Option pursuant to this Section 4.1 (or elects to exercise the Call Option with respect to less than all Incentive Units), Sponsor may elect to cause one of its Affiliates or another designee to purchase such Incentive Units on the same terms and conditions set forth in this Section 4.1 by providing written notice to each member of Participant’s Group of its intention to purchase Incentive Units. For avoidance of doubt, Participant shall retain Vested Incentive Units (as determined in accordance with Schedule A) following a Termination to the extent that the Partnership (or, as applicable, one of Sponsor’s Affiliates or designees) does not elect to exercise the Call Option pursuant to this Section 4.1.

Call Options. (a) If (i) Participant’s employment with or service to The General Partner, the Employer, Parent Employer and their Subsidiaries is terminated by Employer, Parent or its Subsidiaries for Cause, (ii) Participant voluntarily resigns Participant’s employment with or services to the Employer, Parent and its Subsidiaries when grounds for Cause exist, or (iii) a Restrictive Covenant Violation occurs, Partnership Apax Group shall have the right, for 12 months followingbut not the obligation, as applicablein its sole discretion, each of during the six month period commencing on (x) the Termination Date or (yI) the date of such Restrictive Covenant Violation (oron which Participant is no longer employed by the Partnership and its Affiliates and, if later, also (II) the six month period commencing on the date on which a member of the Board (other than Participant and Participant’s designee(s), if applicable) has actual knowledge thereof)RC Breach, to purchase or caused to be purchased (together with the rights in Section 4.1(b) and Section 4.1(c), the “Call Option”), and each member of Participant and Participant’s Group Permitted Transferees (hereinafter sometimes collectively referred to as “Participant’s Group”) shall be required to sell to the Partnership, all either (x) 50% or any portion less or (y) 100%, as elected by the Partnership, of the Vested Incentive Units then held by such member of Participant’s Group for the Applicable Purchase Price described below. (1) If Participant’s employment with the Employer is terminated (A) by the Employer other than for Cause, (B) due to Participant’s voluntarily resignation without Good Reason after the first anniversary of the later of (x) the consummation of the transactions contemplated by the Merger Agreement or (y) the Participant’s date of hire by Employer, (C) due to Participant’s death or Disability or (iv) due to Participant’s voluntarily resignation with Good Reason, the Applicable Purchase Price per Unit shall be equal to Fair Market Value; provided, that if the Fair Market Value of a Class A-1 Unit is equal to or less than the Distribution Threshold, then the Applicable Purchase Price per Unit shall be $0.00; and (2) If (A) Participant’s employment with the Employer is terminated (I) by Employer for Cause at a purchase price any time or (II) due to Participant’s voluntary resignation without Good Reason prior to the first anniversary of the later of (x) the consummation of the transaction contemplated by the Merger Agreement or (y) or Participant’s date of hire by Employer or (B) Participant commits an RC Breach then the Applicable Purchase Price per Vested Incentive Unit Units shall be equal to the lesser of (1x) Fair Market Value thereof (measured as of the date of that the relevant Call Notice (as defined below) with respect to such Units is delivered, the “Repurchase Notice Date”delivered to Participant) and (2y) Cost; provided, that such purchase price shall not be less than zero. (b) If Participant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 4.1(a), Partnership shall have if the right, for 12 months following the Termination Date, to purchase, and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall not be a Class A-1 Unit is less than zero. (c) In the event that Participant engages in a Competing Business (as defined in Appendix A) at any time after Participant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Partnership shall have the right, for 12 months following the date of such engagement in a Competing Business (or, if laterDistribution Threshold, the date on which the Board (other than Participant and Participant’s designee(s), if applicable) has knowledge thereof), and each member of Participant’s Group Applicable Purchase Price per Unit shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Partnership may elect to exercise its Call Option in Section 4.1(a) in lieu of this Section 4.1(c), to the extent applicable$0.00. (d) If Participant’s employment with Parent and its Subsidiaries terminates for any reason, all Unvested Incentive Units will be forfeited immediately without further action by Parent (or to the extent a forfeiture is not permissible under applicable law for any reason, such Unvested Incentive Units shall be subject to the Call Option in Section 4.1(a), with the purchase price per Unvested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the Repurchase Notice Date) and (2) Cost); provided, that such purchase price shall not be less than zero. (e) If Partnership desires to exercise the Call Option pursuant to this Section 4.1, Partnership shall send written notice to each member of Participant’s Group of its intention to purchase Incentive Units, specifying the number of Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of Partnership on a date specified by Partnership not later than the 10th day after the giving of the Call Notice. Notwithstanding the foregoing, if Partnership elects not to exercise the Call Option pursuant to this Section 4.1 (or elects to exercise the Call Option with respect to less than all Incentive Units), Sponsor may elect to cause one of its Affiliates or another designee to purchase such Incentive Units on the same terms and conditions set forth in this Section 4.1 by providing written notice to each member of Participant’s Group of its intention to purchase Incentive Units. For avoidance of doubt, Participant shall retain Vested Incentive Units (as determined in accordance with Schedule A) following a Termination to the extent that the Partnership (or, as applicable, one of Sponsor’s Affiliates or designees) does not elect to exercise the Call Option pursuant to this Section 4.1.

Call Options. (a) If (i) Participant’s employment with or service to the Employer, Parent and their Subsidiaries is terminated by Employer, Parent or its Subsidiaries for Cause, (ii) Participant voluntarily resigns Participant’s employment with or services to the Employer, Parent and its Subsidiaries when grounds for Cause exist, or (iii) a Restrictive Covenant Violation occurs, Partnership shall have the right, for 12 months following, as applicable, each of (x) the Termination Date or (y) the date of such Restrictive Covenant Violation (or, if later, the date on which a member of the Board (other than Participant and Participant’s designee(s), if applicable) has actual knowledge thereof), to purchase (together with the rights in Section 4.1(b) and Section 4.1(c), the “Call Option”), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the date of the Call Notice (as defined below) is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If Participant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 4.1(a), Partnership shall have the right, for 12 months following the Termination Date, to purchase, and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall not be less than zero. (c) In the event that Participant engages in a Competing Business (as defined in Appendix A) at any time after Participant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Partnership shall have the right, for 12 months following the date of such engagement in a Competing Business (or, if later, the date on which the Board (other than Participant and Participant’s designee(s), if applicable) has knowledge thereof), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Partnership may elect to exercise its Call Option in Section 4.1(a) in lieu of this Section 4.1(c), to the extent applicable. (d) If Participant’s employment with or service to Parent and its Subsidiaries terminates for any reason, all Unvested Incentive Units will be forfeited immediately without further action by Parent (or to the extent a forfeiture is not permissible under applicable law for any reason, such Unvested Incentive Units shall be subject to the Call Option in Section 4.1(a), with the purchase price per Unvested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the Repurchase Notice Date) and (2) Cost); provided, that such purchase price shall not be less than zero. (e) If Partnership desires to exercise the Call Option pursuant to this Section 4.1, Partnership shall send written notice to each member of Participant’s Group of its intention to purchase Incentive Units, specifying the number of Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of Partnership on a date specified by Partnership not later than the 10th day after the giving of the Call Notice. Notwithstanding the foregoing, if Partnership elects not to exercise the Call Option pursuant to this Section 4.1 (or elects to exercise the Call Option with respect to less than all Incentive Units), Sponsor may elect to cause one of its Affiliates or another designee to purchase such Incentive Units on the same terms and conditions set forth in this Section 4.1 by providing written notice to each member of Participant’s Group of its intention to purchase Incentive Units. For avoidance of doubt, Participant shall retain Vested Incentive Units (as determined in accordance with Schedule A) following a Termination to the extent that the Partnership (or, as applicable, one of Sponsor’s Affiliates or designees) does not elect to exercise the Call Option pursuant to this Section 4.1.

Call Options. (a) If (i) Participant’s employment with or service to In the Employerevent of an Involuntary Withdrawal of any Member, Parent and their Subsidiaries is terminated by Employer, Parent or its Subsidiaries for Cause, (ii) Participant voluntarily resigns Participant’s employment with or services to the Employer, Parent and its Subsidiaries when grounds for Cause exist, or (iii) a Restrictive Covenant Violation occurs, Partnership Company shall have the right, for 12 months following, as applicable, each of (x) the Termination Date or (y) the date of such Restrictive Covenant Violation (or, if later, the date on which a member of the Board (other than Participant and Participant’s designee(s), if applicable) has actual knowledge thereof), option to purchase (together with the rights in Section 4.1(b) and Section 4.1(c), the “Call Option”), and each member of Participant’s Group shall be required to sell to Partnership, ) any or all or any portion of the Vested Incentive Units then held Interests owned by such member of Participant’s Group Member at a purchase price per Vested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the date of the Call Notice (as defined below) is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that Price for such purchase price shall not be less than zero. (b) If Participant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 4.1(a), Partnership shall have the right, for 12 months following the Termination Date, to purchase, and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall not be less than zero. (c) In the event that Participant engages in a Competing Business (as defined in Appendix A) at any time after Participant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Partnership shall have the right, for 12 months following the date of such engagement in a Competing Business (or, if later, the date on which the Board (other than Participant and Participant’s designee(s), if applicable) has knowledge thereof), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date)Interests. Partnership The Company may elect to exercise its Call Option in Section 4.1(a) in lieu of this Section 4.1(c), to the extent applicable. (d) If Participant’s employment with Parent and its Subsidiaries terminates for any reason, all Unvested Incentive Units will be forfeited immediately without further action by Parent (or to the extent a forfeiture is not permissible under applicable law for any reason, such Unvested Incentive Units shall be subject to the Call Option in Section 4.1(a), with the purchase price per Unvested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the Repurchase Notice Date) and (2) Cost); provided, that such purchase price shall not be less than zero. (e) If Partnership desires to exercise the Call Option pursuant to this Section 4.1, Partnership shall send by providing written notice to each member of Participant’s Group of its intention to purchase Incentive Units, specifying the number of Incentive Units to be purchased and the purchase price exercise thereof (the “Call Notice”). Subject ) to such Member within ninety (90) days after the Involuntary WithdrawalThe Call Price shall be payable, in the sole discretion of the Board of Managers, by wire transfer of immediately available funds to an account designated by such Member or by making and delivering a promissory note in the principal amount of the Call Price, which shall be payable in no more than twelve (12) monthly installments and shall bear simple interest at a fixed rate equal to the provisions of Section 5, Prime Rate in effect on the last business day prior to the closing. The closing of the purchase and sale of such Interests shall take place occur prior to the expiration of the fifteen (15) day period after receipt of the Call Notice at the principal office of Partnership on a date specified by Partnership not later than the 10th day after the giving offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (b) In the event of a Change of Law, the Class A Member shall have the option to purchase any or all of the Interests owned by such the Class B Member at a price equal to the Call NoticePrice for such Interests (“Class A Call Option”). Notwithstanding the foregoing, if Partnership elects not to The Class A Member may exercise the Class A Call Option pursuant to this Section 4.1 (or elects to exercise the Call Option with respect to less than all Incentive Units), Sponsor may elect to cause one of its Affiliates or another designee to purchase such Incentive Units on the same terms and conditions set forth in this Section 4.1 by providing written notice to each member of Participant’s Group of its intention to purchase Incentive Units. For avoidance of doubt, Participant shall retain Vested Incentive Units the exercise thereof (as determined in accordance with Schedule Athe “Call Notice”) following a Termination to the extent that Class B Member within ninety (90) days after the Partnership Change of Law. The Call Price shall be payable, in the sole discretion of the Class A Member, by (or1) wire transfer of immediately available funds to an account designated by such Member, (2) in equity of Columbia Care Parent or (3) by making and delivering a promissory note in the principal amount of the Call Price, which shall be payable in no more than twelve (12) monthly installments and shall bear simple interest at a fixed rate equal to the Prime Rate in effect on the last business day prior to the closing. The closing of the purchase and sale of such Interests shall occur prior to the expiration of the fifteen (15) day period after receipt of the Call Notice at the principal offices of the Company or at such other date and location as the Company and such Member may agree. At the closing, the Member shall deliver to the Company such customary agreements, certificates, and/or instruments as the Company may reasonably request, duly executed, transferring title to such Interests to the Company, free and clear of all liens and encumbrances. (c) For purposes of this Section 10.06, the “Call Price” shall mean one hundred percent (100%) of the fair market value of such Interests, as applicable, one reasonably determined by the Board of Sponsor’s Affiliates or designees) does not elect to exercise the Call Option pursuant to this Section 4.1Managers.

Call Options. (a) If (i) ParticipantExecutive’s employment with or service to the Employer, Parent and their Subsidiaries Company Group is terminated by Employer, Parent or its Subsidiaries a Company Group member for Cause, (ii) Participant Executive voluntarily resigns ParticipantExecutive’s employment with or services to the Employer, Parent and its Subsidiaries Company Group when grounds for Cause exist, or (iii) a material Restrictive Covenant Violation occurs, Partnership Parent shall have the right, for 12 months following, as applicable, each of (x) the Termination Date or (y) the date of such Restrictive Covenant Violation (or, if later, the date on which a member of the Board (other than Participant Executive and ParticipantExecutive’s designee(s), if applicable) has actual knowledge thereofof such Restrictive Covenant Violation), to purchase (together with the rights in Section 4.1(b) and Section 4.1(c), the “Call Option”), and each member of ParticipantExecutive’s Group shall be required to sell to PartnershipParent, all or any portion but not less than all of the Vested Incentive Units then held by such member of ParticipantExecutive’s Group at a purchase price per Vested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the date of the Call Notice (as defined below) is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero. (b) If ParticipantExecutive’s employment with or service to, as applicable, Parent and its Subsidiaries the Company Group terminates for any reason other than as provided for in Section 4.1(a), Partnership Parent shall have the right, for 12 months following the Termination Date, to purchase, and each member of ParticipantExecutive’s Group shall be required to sell to PartnershipParent, all or any portion but not less than all of the Vested Incentive Units then held by such member of ParticipantExecutive’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall be paid in cash and shall not be less than zerozero and the purchase price shall be payable in full on the closing date of the repurchase as provided in this Section 4.1. (c) In the event that Participant engages in a Competing Business (as defined in Appendix A) at any time after Participant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Partnership shall have the right, for 12 months following the date of such engagement in a Competing Business (or, if later, the date on which the Board (other than Participant and Participant’s designee(s), if applicable) has knowledge thereof), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date). Partnership may elect to exercise its Call Option in Section 4.1(a) in lieu of this Section 4.1(c), to the extent applicable. (d) If ParticipantExecutive’s employment with Parent and its Subsidiaries the Company Group terminates for any reason, except as set forth on Schedule A, all Unvested Incentive Units will be forfeited immediately without further action by Parent (or to the extent a forfeiture is not permissible under applicable law for any reason, such Unvested Incentive Units shall be subject to the Call Option in Section 4.1(a), with the purchase price per Unvested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the Repurchase Notice Date) and (2) Cost); provided, that such purchase price shall not be less than zeroParent. (ed) If Partnership Parent desires to exercise the Call Option pursuant to this Section 4.1, Partnership Parent shall send written notice to each member of ParticipantExecutive’s Group of its intention to purchase Vested Incentive Units, specifying the number of Vested Incentive Units to be purchased and the purchase price thereof (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of Partnership Parent on a date specified by Partnership Parent not later than the 10th day after the giving of the Call NoticeRepurchase Notice Date. Notwithstanding the foregoing, if Partnership Parent elects not to exercise the Call Option pursuant to this Section 4.1 (or elects to exercise the Call Option with respect to less than all Incentive Units)4.1, Sponsor may elect to cause one of its Affiliates or another designee to purchase such Vested Incentive Units within the time period set forth in this Section 4.1 and otherwise on the same terms and conditions set forth in this Section 4.1 by providing written notice to each member of ParticipantExecutive’s Group of its intention to purchase Vested Incentive Units. For avoidance of doubt, Participant shall retain Vested Incentive Units (as determined in accordance with Schedule A) following a Termination to the extent that the Partnership (or, as applicable, one of Sponsor’s Affiliates or designees) does not elect to exercise the Call Option pursuant to this Section 4.1.