Common use of Call Right Clause in Contracts

Call Right. Notwithstanding anything to the contrary in this Section 3.7, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f), elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of the Redemption Notice, to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 3.7(e)(i) or, if PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof. If the Company does not timely deliver such written notice, the Company shall be deemed to have waived its Call Right with respect to the Redemption described in the Redemption Notice.

Call Right. Notwithstanding anything to the contrary in this Section 3.74.7, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f4.7(f), elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of the Redemption Notice, elect to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 3.7(e)(i4.7(e) or, if PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof. If the Company does not timely deliver such written notice, the Company shall be deemed to have waived its Call Right with respect to the Redemption described in the Redemption Notice.

Call Right. Notwithstanding anything to the contrary in this Section 3.74.7, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f4.7(f), elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of the Redemption Notice, elect to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 3.7(e)(i4.7(e) or, if PubCo (or such designated member(s) of the PubCo Holdings Group Group) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof. If the Company does not timely deliver such written notice, the Company shall be deemed to have waived its Call Right with respect to the Redemption described in the Redemption Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.74.6, but subject to Section 4.6(g) and (h), a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeemed Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f), elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days means of delivery of a Call Election Notice in accordance with, and subject to the Redemption Noticeterms of, this Section 4.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 3.7(e)(i4.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereof. If of such Units; provided, that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company does not timely deliver if the Managing Member determines such written noticereclassification is necessary. (ii) PubCo (or such designated member(s) of the PubCo Holdings Group) may, the Company shall be deemed to have waived its Call Right with respect at any time prior to the Redemption described Date, in its sole discretion, deliver a written notice (a “Call Election Notice”) to the Company and the Redeeming Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by the applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 4.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if a member of the PubCo Holdings Group had not delivered a Call Election Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.73.6, but subject to Section 3.6(g), a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeeming Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f), elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days means of delivery of a Call Election Notice in accordance with, and subject to the Redemption Noticeterms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 3.7(e)(i3.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereof. If of such Units; provided that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company does not timely deliver if the Managing Member determines such written noticereclassification is necessary. (ii) PubCo (or such designated member(s) of the PubCo Holdings Group) may, the Company shall be deemed to have waived its Call Right with respect at any time prior to the Redemption described Date, in its sole discretion deliver a written notice (a “Call Election Notice”) to the Company and the Redeeming Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by the applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if a member of the PubCo Holdings Group had not delivered a Call Election Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.73.6, but subject to Section 3.6(g), a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeemed Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f), elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days means of delivery of a Call Election Notice in accordance with, and subject to the Redemption Noticeterms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 3.7(e)(i3.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereofof such Units. If Notwithstanding any other provisions of this Agreement to the Company does not timely deliver such written noticecontrary, in the Company event that PubCo makes a valid Cash Election, (i) the Cash Election Amount shall be deemed funded through a private sale or Public Offering by PubCo of Class A Shares on or no later than five (5) Business Days after the relevant Redemption Notice Date and (ii) PubCo shall have no obligation to have waived its Call Right pay any portion of a Cash Election Amount that exceeds the net proceeds (after deduction of any Discount) from the private sale or Public Offering by PubCo of a number of Class A Shares equal to the number of Redeemed Units to be purchased with respect such cash. (ii) PubCo (or such designated member(s) of the PubCo Holdings Group) may, at any time prior to the Redemption described Date, in its sole discretion, deliver a written notice (a “Call Election Notice”) to the Company and the Redeeming Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by the applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if a member of the PubCo Holdings Group had not delivered a Call Election Notice.

Call Right. Notwithstanding anything to the contrary in this Section 3.73.6, a Redeeming Holder shall be deemed to have offered to sell its Class A Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f3.6(f), elect, elect by delivery of written notice to the Redeeming Holder within three (3) Business Days of delivery of the Redemption Notice, Notice to purchase directly and acquire such Class A Units and/or Company Warrants on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder would otherwise receive pursuant to Section 3.7(e)(i3.6(e) or, if PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash Election, the Cash Election Amount for such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder and shall become the owner thereof. If the Company does not timely deliver such written notice, the Company shall be deemed to have waived its Call Right with respect to the Redemption described in the Redemption Notice.

Call Right. (i) Notwithstanding anything to the contrary in this Section 3.73.6, a Redeeming Holder Member shall be deemed to have offered to sell its Class A Redeemed Units and/or Company Warrants as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 3.7(f), elect, by delivery of written notice to the Redeeming Holder within three (3) Business Days means of delivery of a Call Election Notice in accordance with, and subject to the Redemption Noticeterms of, this Section 3.6(f), elect to purchase directly and acquire such Units (together with the surrender and delivery of the same number of Class A Units and/or Company Warrants B Shares) on the Redemption Date by paying to the Redeeming Holder Member (or, on the Redeeming Member’s written order, its designee) that number of Class A Shares or PubCo Warrants, as applicable, the Redeeming Holder Member (or its designee) would otherwise receive pursuant to Section 3.7(e)(i3.6(a)(i) or, if at the election of PubCo (or such designated member(s) of the PubCo Holdings Group ) makes a Cash ElectionGroup), an amount of cash equal to the Cash Election Amount for of such Class A Shares or PubCo Warrants (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units and/or Company Warrants offered for redemption by the Redeeming Holder Member (together with the surrender and delivery of the same number of Class B Shares to PubCo for cancellation). PubCo (or such designated member(s) of the PubCo Holdings Group) shall become be treated for all purposes of this Agreement as the owner thereof. If of such Units; provided, that if the Cash Election Amount is funded other than through the issuance of Class A Shares, such Units will be reclassified into another Equity Security of the Company does not timely deliver if the Managing Member determines such written noticereclassification is necessary. (ii) PubCo (or such designated member(s) of the PubCo Holdings Group) may, the Company shall be deemed to have waived its Call Right with respect at any time prior to the Redemption described Date, in its sole discretion, deliver a written notice (a “Call Election Notice”) to the Company and the Redeeming Member setting forth its election to exercise its Call Right. A Call Election Notice may be revoked by the applicable member of the PubCo Holdings Group at any time; provided that any such revocation does not prejudice the ability of the parties to consummate a Redemption on the Redemption Date. Except as otherwise provided by this Section 3.6(f), an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Redemption would have been consummated if a member of the PubCo Holdings Group had not delivered a Call Election Notice.