Call Option Sample Clauses
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Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:
(a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised.
(b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company.
(c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each.
(d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period.
(e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. ...
Call Option. (a) If the Participant’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (i) by Parent or its Subsidiaries for Cause, (ii) upon a voluntary resignation by the Participant when grounds for Cause exist, (iii) upon a voluntary resignation by the Participant (other than for Good Reason) within 18 months following the Closing, or (iv) in the event of a Restrictive Covenant Violation, Parent shall have the right, at any time during the 12 months following, as applicable, each of (x) the Termination Date or (y) the date of such Restrictive Covenant Violation (or, if later, the date on which any Member of the Board, other than Participant (if applicable), has actual knowledge thereof), to purchase (together with the rights in Section 2.1(b) and Section 2.1(c), the “Call Option”), and each member of the Participant’s Family Group shall be required to sell to Parent, all or any portion of the shares of Parent Common Stock (including any shares of Parent Common Stock issued in respect of Options) then held by such member of the Participant’s Family Group at a purchase price per share of Parent Common Stock equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided that such purchase price shall not be less than zero; provided, further, that for the avoidance of doubt, if Parent elects to exercise the Call Option in respect of any shares of Parent Common Stock underlying Options, the Options will be deemed exercised for the shares of Parent Common Stock underlying such Options.
(b) If the Participant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date to purchase, and each member of the Participant’s Family Group shall be required to sell to Parent, all or any portion of the shares of Parent Common Stock (including any shares issued in respect of Options) then held by such member of the Participant’s Family Group at a purchase price per share of Parent Common Stock equal to Fair Market Value (measured as of the Repurchase Notice Date); provided that, for the avoidance of doubt, if Parent elects to exercise the Call Option in respect of any shares of Parent Common Stock underlying Options, the Options will be deemed exercised fo...
Call Option. (a) If, prior to a Sale of the Company, (x) Executive’s employment with the Company and its Subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) or (y) if Executive engages in Competitive Activity, the Company shall have the right and option, but not the obligation, to purchase for a period commencing on the Termination Date or the Activity Date, as applicable, and ending on the later of (I) 90 days following the Termination Date or the Activity Date, as applicable, and (II) 211 days following the Closing Date (such period, the “Call Period”), and each member of the Executive Group shall be required to sell to the Company, any or all of such Units then held by such member of the Executive Group (it being understood that if Units may be repurchased at different prices, the Company may elect to repurchase only the portion of Units subject to repurchase hereunder at a lower price), at a price per Unit equal to the applicable purchase price determined pursuant to Section 4.1(c):
(i) if Executive’s employment with the Company and its Subsidiaries is terminated due to the Disability, death or Retirement of Executive;
(ii) if Executive’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by Executive for Good Reason;
(iii) if Executive’s employment with the Company and its Subsidiaries is terminated (A) by the Company or any of its Subsidiaries for Cause or (B) by Executive for any other reason not set forth in Section 4.1(a)(i) or Section 4.1(a)(ii).
(b) If the Company desires to exercise its option to purchase Units pursuant to this Section 4.1 the Company shall, not later than 30 days prior to the end of the Call Period, send written notice to each member of the Executive Group of its intention to purchase all or a portion of the Units, specifying the number of Units to be purchased (the “Call Notice”). The closing of the purchase shall take place at the principal office of the Company or one of its Subsidiaries on a date specified by the Company no later than the 30th day after the giving of the Call Notice.
(c) In the event of a purchase by the Company pursuant to Section 4.1(a), the purchase price shall be:
(i) with respect to a purchase of all or any portion of the Units (whether vested or unvested), in the case of a termination of employment described in Section 4.1(a)(iii)(A) or if Executive engages in Competitive Activity, a price per Unit equal to the les...
Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c):
(i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member;
(ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason;
(iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled.
(b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Man...
Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to:
(a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with ▇▇. ▇▇▇▇▇▇▇ contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) the value of that number of shares of Omega Common Stock issued to ▇▇. ▇▇▇▇▇▇▇ under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Call Option Notice is delivered to the MSO (collectively, the "Call Price").
Call Option. At any time during the one year period following the indefeasible payment in full in cash or cash equivalents of the Credit Obligations, and prior to June 30, 2004, the Company shall have the right exercised by the delivery of written notice to the Holder (a "Call Notice") to cancel this Warrant and the purchase rights hereunder in exchange for a cash payment (the "Call Payment") equal to $0.5288 per share, payable to the Holder within five (5) days after delivery by the Company of the Call Notice, provided however, that any payment made pursuant to this Section 11 may only be made out of a New Financing Source. Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to exercise this Warrant in whole or in part at any time after the receipt of the Call Notice until the receipt by the Holder of the Call Payment. In the event that the Holder chooses to exercise all or a portion of the Warrant after receipt of the Call Notice, the Company shall have the option to rescind such Call Notice or to exercise its call option with respect to that portion of the Warrant which remains unexercised through the delivery of a pro rata portion of the Call Payment. The Company shall have the right to exercise the call option set forth herein one time only.
Call Option. (a) Upon a Change of Ameresco Control with respect to the Class A Members, the Class A Members shall promptly (and in any event, within [*****]) deliver written notice of such to the Class B Members. Within [*****] after any such Change of Ameresco Control (the “Call Option Exercise Period”), each Class A Member shall have the option, in its sole discretion, to acquire from the Class B Members, all, and not less than all, of the Units held by such Class B Members (such option, the “Call Option”) in exchange for, [*****]. The Call Option may be exercised by any Class A Member during the Call Option Exercise Period by providing written notice (the “Call Option Notice”) to the Class B Members following receipt by the Class A Member’s Parent or its applicable Affiliate of a bona fide request from the counterparty in the proposed Change of Ameresco Control that such counterparty desires the Call Option to be exercised. Such Call Option Notice must be delivered prior to expiration of the Call Option Exercise Period. If, at the expiration of the Call Option Exercise Period, no Class A Member shall have delivered a Call Option Notice, the Class A Members shall be deemed to have waived all of their rights under this 6.5 with respect to the exercise of the Call Option; provided, that any Call Option Notice delivered by a Class A Member shall be deemed to be effective with respect to each other Class A Member.
(b) At the closing of the consummation of the Call Option, the acquiring Class A Members shall pay, or cause to be paid, to each Class B Member the Call Purchase Price, on a pro rata basis, in respect of the aggregate amount of Capital Contributions made by each Class B Member by wire transfer of immediately available funds to an account designated by each Class B Member and each Class B Member shall deliver a signature page to a transfer document, which shall be executed by an authorized representative of the Class B Members, transferring its Units to the acquiring Class A Members free and clear of all encumbrances. The Call Purchase Price proceeds will be paid by the Class A Members to the account(s) designated in writing by the other Members. Notwithstanding anything herein to the contrary, but without limiting other circumstances in which the Class A Members’ rights under this 6.5 may terminate, if no Class A Member delivers a Call Option Notice prior to the expiration of the Call Option Exercise Period and the Class A Members fail to consummate the Call Op...
Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:
(a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") at any time prior to the Expiration Date.
(b) The Warrant Holders shall exercise their Warrant rights and purchase the appropriate number of shares of Common Stock and pay for same all within 10 business days of the date of the Call Notice. Any Warrants which are Called and not exercised during such 10 business day period shall thereafter not be exercisable.
Call Option. If a Call Option is specified in the Final Terms as being applicable, then the Issuer may, having given the appropriate notice to the Holders in accordance with Condition 14, which Notice shall be irrevocable, and shall specify the date fixed for redemption, redeem all, or if so specified in the applicable Final Terms, some only of the Covered Bonds of this Series outstanding on any Optional Redemption Date at the Optional Redemption Amount(s) specified in, or determined in the manner specified in the applicable Final Terms together with accrued interest (if any) thereon on the date specified in such notice. The Issuer may not exercise such option in respect of any Covered Bond which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Covered Bond under Condition 6.06.
Call Option. (i) Other than as set forth in the second sentence of Section 5(b)(ix), upon the termination of the Executive’s employment with the Company for any reason (or no reason), Parent shall have the right and option (the “Call Option”), but not the obligation, to purchase, or to cause any member of the Parent Group designated by Parent (the “Call Assignee”) to purchase, from the Executive, on and after the Initial Call Date any or all of the Restricted Shares. The purchase price (the “Call Price”) of the Restricted Shares subject to purchase under this provision (the “Called Shares”) shall be as follows:
(1) In the event of a 5(a)(i) Termination, (A) as to each Called Share which is an Unvested Restricted Share immediately prior to the Initial Call Date of such share, the lower of the Fair Market Value of such share on the date of the applicable “Call Notice” (as defined below) or the Initial Value of such share, and (B) as to each Called Share which is a Vested Restricted Share immediately prior to the Initial Call Date of such share, the Fair Market Value of such share on the date of the applicable Call Notice.
(2) In the event of a 5(a)(ii) Termination, as to each Called Share of Service-Based Restricted Stock and Performance-Based Restricted Stock which is a Vested Restricted Share immediately prior to the Initial Call Date of such share, or which becomes a Vested Restricted Share upon termination of employment solely because such termination is a CIC Termination, the Fair Market Value of such share on the date of the applicable Call Notice
(3) In the event of a 5(a)(ii) Termination, as to each Called Share of Service-Based Restricted Stock and Performance-Based Restricted Stock which is an Unvested Restricted Share immediately prior to the Initial Call Date of such share (other than such a share which becomes a Vested Restricted Share upon termination of employment solely because such termination is a CIC Termination), the lower of the Fair Market Value of such share on the date of the applicable Call Notice or the Initial Value of such share.