Call by the Company. If, during the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, the closing public market price of the Company’s common stock is equal to or in excess of $3.00 for a period of twenty (20) consecutive Trading Days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole, this Warrant within forty-five (45) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth (45) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five (45) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 (45) days after notification of intent to transfer this Warrant, then this Warrant will expire.
Call by the Company. In the event that the closing price of the ------------------- Common Stock as listed on a nationally public securities market is $2.75 or more for a period of 20 consecutive trading days and the Registration Statement for the Common Stock is effective for such 20 consecutive trading days, the Company may call this C Warrant upon 30 days notice and pay to the Holder the sum of $0.001 per share of the Common Stock covered by this C Warrant, for all such shares not purchased under the exercise provisions at the expiration of the 30 days notice period.
Call by the Company. (a) (i) If the employment of a Management Holder with the Company and any of its Subsidiaries shall terminate (a "CALL EVENT") for any reason, then, subject to Section 2.5(a)(ii), the Company shall have the right to purchase (the "CALL OPTION"), by delivery of a written notice (the "CALL NOTICE") to such terminated Management Holder (with a copy thereof to the JWC Representative) no later than 30 days after the date of the Call Event (the "COMPANY CALL PERIOD"), and such Management Holder and such Management Holder's direct and indirect Permitted Transferees (a "CALL GROUP") shall be required to sell any and all of the Subject Securities that are owned by such Call Group on the date of the Call Event (such Subject Securities to be purchased hereunder being referred to collectively as the "CALL SECURITIES") at, except as otherwise provided in Section 2.5(a)(ii) hereof, a price per share equal to the greater of (I) the Call Price of such Call Securities as of the date of the Call Event and (II) the Cost Price of such Call Securities.
Call by the Company. (a) If the employment of the Executive by the Company or any of its Affiliates terminates for any reason prior to a Company Public Offering (a “Call Event”), then the Company shall have the right and option to purchase (the “Call Option”), by delivery of a written notice (the “Call Notice”) to the Executive at any time prior to a Company Public Offering (the “Company Call Period”), and the Executive and the Executive’s Permitted Transferees (the “Call Group”) shall be required to sell, at the option of the Company, all or any portion of the Class B Units, in each case, that were originally issued by the Company to the Executive and that were owned by the Executive and his Permitted Transferees on the date of such Call Event and not otherwise forfeited in accordance with the terms of the LLC Agreement (collectively, the “Call Securities”), at a price per Class B Unit equal to the Call Price of such Class B Units as of the first Business Day immediately preceding the date on which the Call Notice was given.
Call by the Company. (a) If the employment of a Management Investor by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason prior to ---------- the earlier to occur of (i) the initial Public Offering or (ii) a Change of Control, then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor no later than ninety (90) days after the date of such Call Event, and such Management Investor and such Management Investor's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than ---------- all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call ---- Securities") at a price per share equal to the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. Xxxxxxx.
Call by the Company. (a) If the employment of a Stockholder by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason then the Company shall have the right to purchase (the "Call Option"), by delivery of a written notice (the "Call Notice") to such terminated Stockholder no later than one hundred twenty (120) days after the date of such Call Event, and such Stockholder and such Stockholder's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than all) of the 10 Call Securities (as defined below) at a price per share equal to the Call Price (as defined below) of such Call Securities as of the date the Call Notice is delivered.
Call by the Company. At any time from the date hereof until December 4, 2005 (the twenty-one month anniversary of the date hereof), the Company may require the Holder to exercise, in part or in full, the Warrant upon the terms contained herein if (x) the average of the last reported sales prices (as reported on Bloomberg) of the Common Stock on the Public Trading Market is equal to or in excess of the callable price of $2.40 for a period of ten (10) consecutive trading days (the "CALL TRADING PERIOD") and (y) there is an effective Registration Statement covering the shares Common Stock underlying this Warrant during the Call Trading Period ("AUTOMATIC EXERCISE"). Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion and the portion of the Warrant to be exercised ("AUTOMATIC EXERCISE NOTICE"). Within ten (10) days of receipt by the Holder of the Automatic Exercise Notice, the Holder must either (i) exercise such portion of this Warrant as shall be requested by the Company or (ii) subject to Section 4 of this Warrant, effect a transfer this Warrant to a subsequent holder that will exercise such portion of this Warrant as shall be requested within such period. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at PDG ENVIRONMENTAL, INC., 0000 Xxxxxx Xxxx, Building 801, Pittsburgh, Pennsylvania 15235, Attention: Xxxx X. Xxxxx, on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Automatic Exercise Notice and (iii) this Warrant. If the Holder or a subsequent holder does not exercise this Warrant within ten (10) days from receipt of the Automatic Exercise Notice, then (i) this Warrant will expire immediately and (ii) the Holder will immediately forfeit its registration rights contained in the Registration Rights agreement (as defined in the Stock Purchase agreement).
Call by the Company. (a) If the employment of a Management Stockholder by the Company or any of its Subsidiaries shall terminate (a "Call Event") prior to the earlier of (i) three (3) years from the date hereof or (ii) the completion of the Company's initial Public Offering, the Company shall have the right to purchase (the "Call Option"), by delivery of a written notice (the "Call Notice") to such terminated Management Stockholder no later than ninety (90) days after the date of such Call Event, and such Management Stockholder and such Management Stockholder's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than all) of the Shares which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call Securities") at a price per share equal to the Call Price (as defined in Section 2.2(c) below) applicable to such Shares.
Call by the Company. This Warrant contains a callable feature until March 31, 2005 requiring the automatic exercise at any time prior to the Expiration Date if the closing public market price of the Company's common stock is equal to or in excess of the callable price of $1.00 for a period of twenty (20) consecutive days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant ("Automatic Exercise") during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion ("Automatic Exercise Notice"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole or in part, this Warrant within ten (10) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the thirtieth (30) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxx, on or before 5:00 p.m., Eastern Time,
Call by the Company. Subject to Section 8.4, if the Aurora Entities do not elect to purchase all of such Call Securities within the time limits specified in Section 8.1, then the Company shall have the option, exercisable by the delivery of an exercise notice (the "Company Call Notice") to such Class A Securityholder no later than fifteen (15) Business Days following the date of expiration of the sixty (60) day period specified in Section 8.1, to purchase, at the Per Share Call Price, all or any portion of the Call Securities specified in the Call Option and not purchased by the Aurora Entities. In the event that the Company elects to purchase the Call Securities pursuant to this Section 8.3, the Company will be obligated to purchase, and such Class A Securityholder shall be obligated to sell, such Call Securities at a closing to be held on the fifteenth (15th) Business Day after the delivery of the Company Call Notice to such Class A Securityholder at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to the Company and such selling Class A Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Call Securities to be made in conformity with applicable laws, including the HSR Act.
