Common use of LLCS Repurchase Option Clause in Contracts

LLCS Repurchase Option. (a) The Repurchase Option. The LLC will be entitled to repurchase at the LLC's election pursuant to the terms and conditions set forth in this Section 3 (the "Repurchase Option"), (i) upon (x) the termination of Executive's employment with the Corporation and its Subsidiaries for any reason other than a termination by the Corporation without Cause or by the Executive for Good Reason, or (y) if Executive's employment is terminated by the Corporation without Cause or by the Executive for Good Reason, upon Executive's commission of a Vesting Termination Breach, all the Executive Securities then in existence (whether held by Executive or one or more of the other Executive Purchasers) and/or (ii) in the event of a termination without Cause or for Good Reason and prior to commission of a Vesting Termination Breach, such of the Unvested Securities as are not subject to continued vesting pursuant to Section 2(a) (any such circumstance permitting repurchase, a "Repurchase Event"). In the event that the LLC or the Corporation has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in Section 6, the closing of the repurchase of Executive Securities permitted to be repurchased only upon such breach under this Section 3 shall not occur unless and until it is ultimately determined that Executive committed a Vesting Termination Breach; provided that during the pendency of such proceeding, such Executive Securities specified in the Repurchase Notice (as defined below) shall not be transferred by any holder thereof to any other Person.