Certain Call Rights Sample Clauses

Certain Call Rights. Following the Dissolution of ASLP, in the event at any time the aggregate Market Price of the then outstanding Class A Holdings Units and Holdings Notes held by Holdings Unit Holders other than the Principal Holders is less than $10 million, the Company may require Holdings to redeem such outstanding Class A Holdings Units and Holdings Notes held by such Holdings Unit Holders (other than from the Principal Holders). Such redemptions shall be effected pursuant to the terms of the Holdings Partnership Agreement.
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Certain Call Rights. (a) In addition to the Shares and Subsequent Shares that the Purchasers may or are obligated to purchase elsewhere under this Agreement, each Purchaser shall have the right, but not the obligation, to require the Seller to sell to it a number of Shares equal to the product of (1) 500,000 multiplied by (2) such Purchaser's First Tranche Percentage at a price per Share equal to the Call Shares Per Share Purchase Price. If the Waiver is not obtained by the Seller and delivered to the Purchasers by October 15, 2001, then, in addition to the shares of Common Stock that the Purchasers shall have the right (but not the obligation) to require the Seller to sell to them in accordance with the immediately preceding sentence, each Purchaser shall have the additional right (but not the obligation) to require the Seller to sell to it, at a price per share equal to the Call Shares Per Share Purchase Price, an additional number of shares of Common Stock equal to the positive product of (x)(1) 1,000,000 less (2) the aggregate of all Subsequent Shares sold to the Purchasers or which the Purchasers did not elect to purchase in response to a Subsequent Sale Notice under Section 4.1 multiplied by (y) such Purchaser's First Tranche Percentage. A Purchaser may exercise its rights under (1) the initial 500,000 option specified in the first sentence of this Section 4.2(a), in whole or in part, from time to time and at any time from the date of this Agreement through and including December 15, 2001 and (2) the subsequent option referenced in the second sentence of this Section 4.2(a), in whole or in part, between December 16 to December 20, 2001, in each case by delivering to the Seller one or more written notices (each, a "Call Option Notice"), specifying the number of such shares of Common Stock to which such notice relates.
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Certain Call Rights. (a) In addition to the Shares, Subsequent Shares and First Tranche Call Shares that the Purchasers may or are obligated to purchase elsewhere under this Agreement, each Purchaser shall have the right, but not the obligation, to require the Seller to sell to it a number of Shares equal to the product of (1) 600,000 multiplied by (2) such Purchaser's First Tranche Percentage at a price per Share equal to the Call Shares Per Share Purchase Price. A Purchaser may exercise its rights under this Section 4.2(a), in whole or in part, from time to time and at any time from the date of this Agreement through and including December 15, 2001 by delivering to the Seller one or more written notices (each, a "Call Option Notice"), specifying the number of such shares of Common Stock to which such notice relates." * * * *
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Certain Call Rights. Holdings hereby confirms that, effective immediately prior to the Closing Date and subject to the completion of the Sale of Xxxxxx, Holdings shall not exercise its rights under Section 5(b) of the Management Stockholder’s Agreement in connection with the termination of your employment with GDI as described above. Except as otherwise expressly provided above, your Stock Option Agreement and the Management Stockholder’s Agreement shall continue in full force and effect in accordance with the terms thereof. Sections 5.5, 5.6, 5.7, and 5.8 of your Stock Option Agreement are hereby incorporated by reference and made a part of this Agreement. This Agreement is personal to you and, without the prior written consent of GDI, shall not be assignable by you. If the foregoing terms are acceptable and agreed to by you, please sign on the line provided below to signify such acceptance and agreement and return the executed copy to the undersigned. Sincerely, /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director Accepted and agreed this 15th day of August, 2013. /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
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Related to Certain Call Rights

  • Call Rights (a) Subject to the terms and conditions of this Section 4, the Company shall have the following call rights with respect to the Warrant:

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Termination of Recall Rights The layoff shall be a termination of employment and recall rights shall lapse if the layoff lasts for more than twenty-four (24) consecutive months without recall.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Restriction on Transfer of Option Unless otherwise determined by the Committee in accordance with the Plan, (a) no part of the Option shall be Transferable other than by will or by the laws of descent and distribution and (b) during the lifetime of the Participant, the Option may be exercised only by the Participant or the Participant’s guardian or legal representative. Any attempt to Transfer the Option other than in accordance with the Plan shall be void.

  • Limitations on Rights Associated with Units The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

  • Put Rights The Warrantholder shall have the following Put Rights:

  • Restrictions on Transfer of Shares No shares acquired upon exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Optionee), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in any manner which violates any of the provisions of this Option Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any shares which will have been transferred in violation of any of the provisions set forth in this Option Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares will have been so transferred.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

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