Call Option Sample Clauses
POPULAR SAMPLE Copied 266 times
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 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 Dr. Leonard contemplated thereunder, an▇ ▇▇▇ ▇▇▇▇▇▇▇l 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 fair market value of the assets, tangible and intangible, described in Clauses (a) and (b) of this Section 3 (collectively, the "Call Price"). For purposes of this Section 3, the "fair market value" of such assets shall be determined by an independent appraiser acceptable to, and appointed by, the MSO and the New PC. In the event that the MSO and the New PC cannot agree on an independent appraiser, the fair market value of such assets shall be determined by three independent appraisers, one of whom shall be appointed by the MSO, one of whom shall be appointed by the New PC and the third of whom shall be appointed by mutual agreement of t...
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. (a) Subject to Section 3.1 hereof, at any time on and from the earlier of (1) the date falling 10 months from the date hereof (or any later date as may be agreed in writing between the Parties from time to time, including by electronic mail in accordance with clause 6.4 below or otherwise) and (2) the occurrence of a ▇▇▇▇▇▇ Insolvency Event, until the date falling 36 months from the date hereof (the “Option Period”), the Purchaser shall have the right (such right, the “Option”), but not the obligation, to exercise an option to require the Holder to sell to the Purchaser the Call Exercise Percentage (as set out in the relevant Exercise Notice) of all the rights and interests in respect of the Investment (which Option may be exercised any number of times, each time by an Exercise Notice referring to a separate Call Exercise Percentage in accordance herewith) which, in each case, shall include the relevant Call Exercise Percentage of each of the following:
(i) ownership of all Securities provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof;
(ii) ownership of all Warrants provided to the Osprey Parties in connection with the Investments and any rights, interests, benefits and entitlements relating thereto including any related subscription rights and, in each case, any Related Rights relating to them which have either been obtained, paid or accruing on and from the date hereof;
(iii) any Conversion Securities (if any) and any rights and, interests, benefits and entitlements relating thereto (including any Related Rights in connection therewith) obtained or accruing on and from the date hereof; and
(iv) any other rights, interests, benefits or entitlements provided to any Osprey Parties under the Transaction Documents relating thereto, in each case as adjusted to take into account any stock split, reverse stock split, stock dividend, reorganisation or similar event affecting the number of Securities, Warrants, Conversion Securities or conversion rights, (the above, the “Option Interests” and the Call Exercise Percentage thereof being, the “Exercised Option Interests”), in each case, for the Option Exercise Price.
(b) The Call Exercise Percentage set out in each Exercise Notice shall not exceed the Call Exerc...
Call Option. (a) With respect to each Reset Date, the Depositor, as the initial holder of the Excess Distribution Certificate, is hereby granted a Call Option for the purchase of not less than 100% of the related class of Reset Rate Notes, exercisable at a price equal to 100% of the Outstanding Amount of that class of Reset Rate Notes, less all amounts distributed to the related Reset Rate Noteholders as a payment of principal with respect to the related Distribution Date(s), plus any accrued and unpaid interest not paid by the Trust with respect to the applicable Reset Date.
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. 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. (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.
Call Option. (a) At any time, and from time to time, on or after [●], 2025,7 but prior to [●], 2030,8 NEP Member shall have the right, but not the obligation, to acquire, subject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that results in an Internal Rate of Return per Class B Unit purchased pursuant to this Section 7.02, measured from the applicable Acquisition Date of such Class B Unit to the Call Option Closing Date, of six and three quarters percent (6.75%) (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP 7 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 8 NTD – To be the date that is the [Flip Date]. 868227.24-WILSR01A - MSW shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option.
(b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase Price per Class B Unit, and (iv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02, and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that NEP Member may issue a maximum of (A) three (3) Call Option Notices in any calendar year and (B) one...