Parent Right Sample Clauses

Parent Right. (a) The Parent (or at its election, the Company or EBRx) shall have the right to purchase for cash from each of the Shareholders any or all of the Owner Shares purchased by giving one or more notices of purchase (a “Purchase Notice”) to the Shareholders at any time during the period beginning after twelve full calendar months and ending after fifteen full calendar months after the Effective Time. (b) The purchase price per share (the “Per Share Repurchase Price”) for the Owner Shares purchased by the Parent (or at its election, the Company or EBRx so long as the Company or EBRx, as the case may be, has adequate funds available to complete the purchase) from the Shareholders pursuant to this Section 9 (and Section 10 as adjusted by Section 10.1(b), as applicable) would be that amount calculated as follows: (i) if the Annualized Net Operating Income of EBRx for the six or twelve-month period, as the case may be, ended on the later of December 31, 2006 or the month most recently ended prior to thirty days before the date of a Purchase Notice (or a “Repurchase Notice” defined in Section 10.1) (the “Purchase Date Net Operating Income”) is less than $4,400,000, then the Per Share Repurchase Price would be $10.00 minus $0.50 for each full $200,000 by which the Purchase Date Net Operating Income is less than $4,400,000; (ii) if the Purchase Date Net Operating Income is at least $4,400,000 and not more than $4,600,000, then the Per Share Repurchase Price would be $10.00; (iii) if the Purchase Date Net Operating Income is greater than $4,600,000 but not greater than $5,500,000, then the Per Share Repurchase Price would be $10.00 plus $2.50 for each full $100,000 by which the Purchase Date Net Operating Income is greater than $4,600,000, but in no event greater than $20.00 per share; and (iv) if the Purchase Date Net Operating Income is greater than $5,500,000, then the Per Share Repurchase Price would be $20.00 plus $0.25 for each full $500,000 by which the Purchase Date Net Operating Income is greater than $5,500,000. (c) For the purpose of Sections 9.1 and 10.1, adjustment shall be made to the number of Owner Shares and/or the Per Share Purchase Price to prevent dilution or enlargement as a result of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination, or exchange of shares or other similar corporate change. (d) The purchase by the Parent (or the Company or EBRx) and the sale by the Shareholders pursuant to t...

Parent Right. At the Reincorporation Merger Effective Time, (i) each outstanding Parent Private Right shall, without any action on the part of the holder thereof, be converted into one Reincorporation Merger Surviving Company Private Right, and (ii) each outstanding Parent Public Right shall be converted into one Reincorporation Merger Surviving Company Public Right, in accordance with the terms of such Parent Right. At the Reincorporation Merger Effective Time, each Parent Right shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist. The holders of certificates previously evidencing Parent Rights outstanding immediately prior to the Reincorporation Merger Effective Time shall cease to have any rights with respect to such Parent Right, except as provided herein or by applicable Law. Each certificate formerly representing Parent Right shall thereafter represent only the right to receive Reincorporation Merger Surviving Company Ordinary Shares as set forth herein.