Common use of Call by the Company Clause in Contracts

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.

Appears in 2 contracts

Samples: Stockholders Agreement (Signal Medical Services), Stockholders Agreement (Signal Medical Services)

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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 EVENTCall Event") for any reason, then, subject to Section 2.5(a)(ii), the Company shall have the right to purchase (the "CALL OPTIONCall Option"), by delivery of a written notice (the "CALL NOTICECall 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 PERIODCompany Call Period"), and such Management Holder and such Management Holder's direct and indirect Permitted Transferees (a "CALL GROUPCall 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 SECURITIESCall 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.

Appears in 1 contract

Samples: Stockholders Agreement (Insight Health Services Holdings Corp)

Call by the Company. (a) (i) If the employment of a Management Holder with the Company and or any of its Subsidiaries shall terminate (a "CALL EVENT") for any reason, then, subject to Section Sections 2.5(a)(ii)) and (iii) hereof, 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 each of the JWC Representative, the Borealis Representative and the OMERS Representative) no later than 30 days after at any time during the date of the Company Call Event (the "COMPANY CALL PERIOD")Period, and such Management Holder and such Management Holder's direct and indirect Permitted Transferees (a "CALL GROUP") shall be required to sell sell, any and all of the Subject Securities (other than unvested stock options, which shall terminate immediately upon the occurrence of a Call Event, and any other unexercised options which, pursuant to the Stock Option Plan or the applicable Stock Option Agreement, terminate upon the occurrence of a Call Event) 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 Sections 2.5(a)(ii) and (iii) 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 SecuritiesEvent.

Appears in 1 contract

Samples: Stockholders Agreement (MAAX Holdings, Inc.)

Call by the Company. (a) (i) If the employment of a Management Holder with the Company and or any of its Subsidiaries shall terminate (a "CALL EVENT") for any reason, then, subject to Section 2.5(a)(ii)) hereof, 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 each of the JWC Representative, the Borealis Representative and the OMERS Representative) no later than 30 days after at any time during the date of the Company Call Event (the "COMPANY CALL PERIOD")Period, and such Management Holder and such Management Holder's direct and indirect Permitted Transferees (a "CALL GROUP") shall be required to sell sell, any and all of the Subject Securities (other than unvested stock options, which shall terminate immediately upon the occurrence of a Call Event, and any other unexercised options which, pursuant to the Stock Option Plan or the applicable Stock Option Agreement, terminate upon the occurrence of a Call Event) 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 SecuritiesEvent.

Appears in 1 contract

Samples: Stockholders Agreement (MAAX Holdings, Inc.)

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Call by the Company. (a) (i) If the employment of a Management Holder with by the Company and or any of its Subsidiaries shall terminate (a "CALL EVENT") for any reasonreason prior to the Public Float Date, then, subject to Section 2.5(a)(ii2.2(a)(ii), the Company shall have the right to purchase (the "CALL OPTION"), by delivery of a written notice no- xxxx (the "CALL NOTICE") to such terminated Management Holder (with a copy thereof to the JWC Representative) no later than 30 90 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 transferees (a "CALL GROUP") shall be required to sell sell, all or any and all portion of the Subject Securities which are held by the members of the Call Group on the date of such Call Event that are (A) were originally issued by the Company to such Management Holder, and (B) were owned by such Call Group Management Holder or his direct or indirect transferees 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)(ii2.2(a)(ii) hereof, a price per share equal to the greater of (Ix) the Call Price of such Call Securities as of the date of the Call Event and (IIy) the Cost Price of such Call Securities.

Appears in 1 contract

Samples: Stockholders' Agreement (Jw Childs Equity Partners L P)

Call by the Company. (a) (i) If the employment of a Management Holder (other than Xxxx X. Xxxxxxxxx) with the Company and any of its Subsidiaries shall terminate (a "CALL EVENT"”Call Event”) for any reason, then, subject to Section 2.5(a)(ii), the Company shall have the right to purchase (the "CALL OPTION"“Call Option”), by delivery of a written notice (the "CALL NOTICE"“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"“Company Call Period”), and such Management Holder and such Management Holder's ’s direct and indirect Permitted Transferees (a "CALL GROUP"“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"“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.

Appears in 1 contract

Samples: Stockholders Agreement (Insight Health Services Holdings Corp)

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