Call Rights of the Company Sample Clauses

Call Rights of the Company. If at any time prior to the expiration of this warrant the Company’s common stock reaches a Trading Price equal to or greater than 1.5x the Exercise Price ($1.00 per share) for the Warrant Shares, or $1.50 per share, subject to adjustment as described in Article 4, the Company has the right, until the Expiration Date, to demand in writing the exercise of this warrant by issuing a Call Notice. Upon delivery of a Call Notice to the Holder in written form, the Holder will have 10 days in which to exercise all or a portion of this warrant in accordance with Section 2.2. Should the Holder not exercise in accordance with Section 2.2 within 10 days of receipt of the written Call Notice, then any unexercised portion of this warrant and all of its terms and provisions will be deemed to have expired immediately.
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Call Rights of the Company. If at any time prior to the expiration of this warrant the Company’s common stock reaches a Trading Price equal to or greater than 1.5x the Exercise Price then in effect for the Warrant Shares, the Company has the right but not the obligation, until the Expiration Date, to demand in writing the exercise of this warrant by issuing a Call Notice. If such exercise would result in the Holders and their Affiliates owning more than 40% of the outstanding common stock of the Company, the Company has the right but not the obligation to suspend the Call Notice with respect to the number of warrants that would require the Holders and their Affiliates to exceed 40% ownership. Such suspension will last as long as Holders and their Affiliates own up to 40% of the Company’s outstanding stock and may only be reactivated if the conditions in the first sentence of this Section 5.1 are met. Upon delivery of a Call Notice to the Holder in written form, the Holder will have 10 days in which to exercise all or a portion of this warrant in accordance with Section 2.2. Should the Holder not exercise in accordance with Section 2.2 within 10 days of receipt of the written Call Notice, then any unexercised portion of this warrant and all of its terms and provisions will be deemed to have expired immediately.
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Call Rights of the Company. (a) The Company is hereby granted a right (the "Call Right"), exercisable in its sole discretion, to purchase upon the occurrence of a Trigger Event 100% of the Common Stock then owned by a Stockholder and originally acquired by such Stockholder pursuant to this Agreement. The Company may exercise its Call Right by notifying the Stockholder in writing (the "Call Notice") within 30 days of the occurrence of the Trigger Event (the "Call Expiration Date") of its intention to exercise its Call Right. If such Call Notice is given, the Company is obligated to repurchase from such Stockholder and such Stockholder is obligated to sell to the Company, not later than the 60th day following the occurrence of the Trigger Event, all of the Common Stock then owned by such Stockholder and originally acquired by such stockholder pursuant to this Agreement for cash consideration equal to the Fair Market Value of such Stockholder's Common Stock on the date of such Trigger Event; provided, however, that if the Call Right is exercised against a Manager and the event which is the subject of a Trigger Event (i) relates to occurrences other than the death or permanent disability of the Manager, and (ii) occurs during any of the time periods set forth in Column A below, then the cash consideration payable to the Manager for his or her Common Stock subject to this Call Right shall be equal to the Fair Market Value of such Common Stock on the date of such Trigger Event multiplied by the applicable percentage of fair market value set forth below in Column B:
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Call Rights of the Company 
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Related to Call Rights of the Company

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • No Limitation on Rights of the Company The grant of this Option shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets.

  • RIGHTS OF THE CORPORATION AND COVENANTS Section 5.1 Optional Purchases by the Corporation 27 Section 5.2 General Covenants 27 Section 5.3 Warrant Agent’s Remuneration and Expenses 29 Section 5.4 Performance of Covenants by Warrant Agent 29 Section 5.5 Enforceability of Warrants 29 ARTICLE 6

  • Rights of the Controlling Note Holder (a) The Controlling Note Holder shall have the right at any time to appoint a representative in connection with the exercise of its rights and obligations with respect to the Mortgage Loan (the “Controlling Note Holder Representative”). The Controlling Note Holder shall have the right in its sole discretion at any time and from time to time to remove and replace the Controlling Note Holder Representative. When exercising its various rights under Section 5 and elsewhere in this Agreement, the Controlling Note Holder may, at its option, in each case, act through the Controlling Note Holder Representative. The Controlling Note Holder Representative may be any Person (other than the Mortgage Loan Borrower, its principal or any Affiliate of the Mortgage Loan Borrower), including, without limitation, the Controlling Note Holder, any officer or employee of the Controlling Note Holder, any affiliate of the Controlling Note Holder or any other unrelated third party. No such Controlling Note Holder Representative shall owe any fiduciary duty or other duty to any other Person (other than the Controlling Note Holder). All actions that are permitted to be taken by the Controlling Note Holder under this Agreement may be taken by the Controlling Note Holder Representative acting on behalf of the Controlling Note Holder. Any Servicer acting on behalf of the Lead Securitization Note Holder shall not be required to recognize any Person as a Controlling Note Holder Representative until the Controlling Note Holder has notified such Servicer or Trustee of such appointment and, if the Controlling Note Holder Representative is not the same Person as the Controlling Note Holder, the Controlling Note Holder Representative provides any Servicer or Trustee with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers). The Controlling Note Holder shall promptly deliver such information to any Servicer. None of the Servicers, Operating Advisor and Trustee shall be required to recognize any person as a Controlling Note Holder Representative until they receive such information from the Controlling Note Holder. The Controlling Note Holder agrees to inform each such Servicer or Trustee of the then-current Controlling Note Holder Representative.

  • Rights of the Holder The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Assets of the Company Any indemnification under this Article VIII shall be satisfied solely out of the assets of the Company. No debt shall be incurred by the Company or the Member in order to provide a source of funds for any indemnity, and the Member shall not have any liability (or any liability to make any additional Capital Contribution) on account thereof.

  • Rights of the Depositor and the Trustee in Respect of the Master Servicer. The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder and in connection with any such defaulted obligation to exercise the related rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. Neither the Trustee nor the Depositor shall have any responsibility or liability for any action or failure to act by the Master Servicer or any Servicer nor shall the Trustee or the Depositor be obligated to supervise the performance of the Master Servicer hereunder or any Servicer under any Servicing Agreement or otherwise.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Remedies of the Company The Company hereby covenants and agrees to submit any and all disputes relating to this Agreement that the parties are unable to resolve between themselves to binding arbitration pursuant to the rules of the American Arbitration Association and waives all rights to judicial adjudication of any matter or dispute relating to this Agreement except where judicial adjudication is requested or required by the Indemnitee.

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