Call Price

Call Price. Shall mean (i) in the event of a repurchase of Vested Shares under Section 4(a)(ii) when the Stockholder is still employed by the Company on the Vesting Date or when the Stockholder's employment by the Company has been terminated without Cause following a Change of Control, an amount equal to the Fair Market Value as of the Vesting Date MINUS the Distribution Amount, and (ii) in the event of a repurchase of Vested Shares under Section 4(a)(ii) when the Stockholder's employment by the Company... has been terminated without Cause prior to the Vesting Date (other than following a Change of Control) by the Company or by reason of the Stockholder's death or Disability prior to the Vesting Date, an amount equal to (A) the Vesting Percentage multiplied by the Fair Market Value as of the Vesting Date MINUS (B) the Distribution Amount. View More

Call Price. Shall mean, as of any date, with respect to any Share, a per share price equal to (a) the quotient of (i) the excess of (A) the product of 7.0 times EBITDA (as defined in the Stockholders Agreement), over (B) the Consolidated Indebtedness (as defined in the Stockholders Agreement) as of the end of the period for which EBITDA is calculated, plus (C) the amount of cash and cash equivalents of the Company and its Subsidiaries as of the end of the period for which EBITDA is calculated which is not... required to fund the day-to-day operations of the Company and its Subsidiaries as reasonably determined by the board of directors of the Company in good faith, divided by (ii) the aggregate number of Stock Equivalents (as defined in the Stockholders Agreement) outstanding as of such date, outstanding, minus, (b) in the case of Vested Options (as defined in the Stockholders Agreement), the per share exercise price payable in connection with such Vested Options. Notwithstanding the foregoing, in no event shall the Call Price with respect to any share of Preferred Stock exceed the Maximum Share Price (as defined in the Stockholders Agreement). View More