Termination Price. For purposes of this Section 3.5, if the employment or other service arrangement of a Management Shareholder is terminated, the “Termination Price” per Termination Security purchased by the Company pursuant to the Call Right shall equal the value as set forth below: By the Company or any Subsidiary thereof without Cause or by the Management Shareholder for Good Reason Fair Market Value Fair Market Value By the Company or any Lower of Cost or Fair Lower of Cost or Fair Subsidiary thereof with Cause Market Value Market Value By the Management Shareholder without Good Reason Fair Market Value Lower of Cost or Fair Market Value Death or Disability Fair Market Value Fair Market Value For purposes of this Section 3.5(d), “Fair Market Value” shall be the Fair Market Value on the FMV Calculation Date.
Appears in 2 contracts
Sources: Shareholders Agreement (OptiNose, Inc.), Shareholders Agreement (OptiNose, Inc.)