Call Right Closing Sample Clauses
A Call Right Closing clause defines the process and conditions under which a party with a call right can exercise that right to purchase specified assets or interests, and how the transaction is finalized. Typically, this clause outlines the steps required to close the transaction after the call right is triggered, such as notice periods, delivery of documents, payment terms, and the transfer of ownership. For example, if an investor has a call right to buy additional shares from a founder, the clause would detail how and when the closing of that purchase must occur. The core function of this clause is to ensure a clear, orderly, and enforceable process for completing the transaction once the call right is exercised, thereby reducing uncertainty and potential disputes between the parties.
Call Right Closing. (i) The closing of exercise of the Call Right (the “Call Right Closing”) shall take place no later than the fifth Business Day following the later of (x) the receipt of any required consent, approval, authorization or other order of, action by, or any required filing with or notification to, any Governmental Authority applicable to the purchase of the Subject Securities by NBCU or its designated Affiliate, including, (A) the expiration or termination of any waiting period (and any extension thereof) under the HSR Act, and (B) approval by the FCC of the FCC Application, which approval shall have become a Final Order, subject to the last sentence of this Section 3(b)(i), and (y) the final determination of the Call Purchase Price pursuant to Section 2.2(c) hereof. The Call Right Closing shall occur at the place designated in the Call Exercise Notice. The requirement for a Final Order may be waived by NBCU in its sole discretion.
(ii) At the Call Right Closing (x) CIG shall deliver to NBCU or its designated Affiliate certificates representing all of the Subject Securities, duly endorsed in blank or accompanied by stock or similar powers duly executed in blank, with all necessary stock transfer stamps or similar instruments, as applicable, affixed thereto, free and clear of all Liens other than Permitted Liens, and (y) NBCU shall pay by wire transfer in immediately available funds to the account or accounts specified by CIG (A) the Call Purchase Price, plus (B) accrued interest at a rate per annum equal to LIBOR (on the delivery date of the Call Exercise Notice) plus 100 basis points on the Call Purchase Price for the period from the date of the delivery of the Call Exercise Notice through the date of the Call Right Closing, minus (C) the value of dividends and other distributions that are paid in cash or in property, if any, and received by CIG and its Affiliates after the date of the delivery of the Call Exercise Notice with respect to the Subject Securities, plus accrued interest at a rate per annum equal to LIBOR (on the delivery date of the Call Exercise Notice) plus 100 basis points on the value of such received dividends and distributions for the period from the date of the distribution through the date of the Call Right Closing. CIG shall furnish necessary account information in writing to NBCU at least two Business Days prior to the date of the Call Right Closing.
Call Right Closing. (i) The closing of the exercise of the Call Right (the “Call Right Closing”) shall take place no later than three (3) Business Days following delivery of the Call Exercise Notice and shall occur at the place designated in the Call Exercise Notice.
(ii) At the Call Right Closing, (x) NBCU shall cause NBC Palm Beach I to deliver to the Company certificates representing all of the Subject Securities, duly endorsed in blank or accompanied by stock or similar powers duly executed in blank, with all necessary stock transfer stamps or similar instruments, as applicable, affixed thereto, free and clear of all Liens other than Permitted Liens, and (y) the Company shall deliver to NBCU (or such Affiliate of NBCU as NBCU may designate) certificates for shares of Series D Convertible Preferred or Series G Convertible Preferred, as the case may be, equal to the Exercise Price in such denominations set forth in the Call Exercise Notice; provided, however, in the event that on or prior to the Call Right Closing, a Mandatory Conversion Event (as defined in the Series D Convertible Preferred Stock Certificate of Designation or the Series G Convertible Preferred Stock Certificate of Designation, as the case may be) has occurred, the Company shall deliver to NBCU (or such Affiliate of NBCU as NBCU may designate) certificates for such number of shares of such other security of the Company that NBCU would have received as a result of the Mandatory Conversion Event if the Company had exercised the Call Right immediately prior to the occurrence of the Mandatory Conversion Event.
Call Right Closing. The Call Right Closing shall take place at the principal offices of Parent, or at such other place or by such other means as Parent and the Terminating Employee shall agree. At the Call Right Closing, the Terminating Employee (and/or Permitted Transferee) shall deliver certificates representing the Called Shares (if not then held by or on behalf of Parent), together with a stock power duly executed in blank, against delivery by Parent of a certified or bank check for the aggregate Call Purchase Price for the Called Shares. In the event the Terminating Employee (and/or Permitted Transferee) fails to make the requisite deliveries at the Call Right Closing, Parent shall be expressly authorized by this Agreement to treat the Called Shares as treasury stock of Parent, and the Terminating Employee and/or Permitted Transferee shall look to Parent for payment of the Call Purchase Price as a general creditor of Parent.