Common use of Exercise of Call Clause in Contracts

Exercise of Call. (i) If Slaine’s employment with the Company shall be terminated for any reason, the Company shall have the right, but not the obligation, by one or more written notices to the Shareholders (each, a “Call Notice”) delivered on or prior to the Put/Call Termination Date (unless such Call is being exercised after the occurrence of a Material Breach Event, in which case such Call Notice may be delivered at any time after the occurrence of such Material Breach Event), to Call all or any specified portion of the Call Securities owned by any such Shareholder or any of his or its Permitted Transferees at the Put/Call Price. Each Call Notice shall set forth the Call Securities applicable to such Call and the Put/Call Price with respect to such Call Securities as determined in good faith by the Board. (ii) If, at any time prior to the Put/Call Termination Date, the Company shall determine not to exercise a Call right pursuant to this Section 3 with respect to any Shareholder and/or his or its Permitted Transferees, then the Company shall promptly notify Silver Lake and Warburg Pincus of such determination. In such event, Silver Lake (and/or its assignee) and Warburg Pincus (and/or its assignee) shall have a pro rata right (based on their relative ownership of Shares at the time of delivery of such notification by the Company) to exercise such Call right pursuant to the terms and conditions of this Section 3 in the same manner as the Company; provided that in the event that any Sponsor (and/or its assignees) (the “Non-Exercising Sponsor”) elects not to exercise its Call right for all or any portion of its pro rata share of the Call Securities subject to such Call (the “Non-Exercised Call Securities”), the Company shall promptly notify the other Sponsor of such determination (including the amount of Non-Exercised Call Securities) and, in such event, such other Sponsor (and/or its assignees) shall have a right to exercise such Call right with respect to all or any portion of the Non-Exercised Call Securities pursuant to the terms and conditions of this Section 3 in the same manner as the Company.