Second Call. The price of the Shares to be sold upon the exercise of the Second Call ("Second Call Price") shall be one-hundred percent (100%) of the Fair Market Value as determined through the appraisal process described in Section 5.5, hereof.
Second Call. (a) On second and subsequent call, ordinary and extraordinary Shareholders' meetings shall be considered legally installed whenever attended by Shareholders representing at least fifty percent (50%) of all the Common Shares outstanding evidencing the capital stock of MSX. Subject to Section 3.1.7, resolutions will ------------------ Agreement] shall be revised in its entirety to read as follows: "The Shareholder that has the right to designate the Manager shall also have the right to designate the Officers of MS." be valid and binding when adopted by the affirmative vote of Common Shares representing no less than fifty percent (50%) of all Common Shares outstanding representing the capital stock of MSX.
Second Call. In the event that (i) Eclipse does not deliver a Baseline Product to the Company on or prior to Expected Delivery Date, (ii) Eclipse delivers the Baseline Product to the Company timely, but such Baseline Product fails acceptance testing and Eclipse fails to attempt to correct the relevant Deficiencies, or (iii) the second round of acceptance testing contemplated by subsection (B) above does not result in the issuance of the Certificate of Acceptance, then at any time during the Second Call Period, PCTEL may, in its sole discretion, issue a notice to Eclipse (a “Second Call Notice”) requiring it to sell to PCTEL all Membership Interests then held by Eclipse, at the Second Call Price (the “Second Call”). The closing date for the Second Call shall be specified in the Second Call Notice and shall be no earlier than twenty (20) days, and no later than sixty (60) days, following the date of the Second Call Notice (the “Second Call Closing Date”). PCTEL shall pay the Second Call Price in cash to Eclipse on the Second Call Closing Date. Simultaneously with the payment of the Second Call Price, Eclipse shall execute and deliver to PCTEL such assignments and other instruments as may be reasonably required to vest in PCTEL all right, title, and interest in and to the purchased Membership Interests, free and clear of all liens and encumbrances, together with such additional instruments as may be required to effect a Code Section 754 election, which instruments shall contain only customary representations and warranties as to power and authority, title and liens and encumbrances.
Second Call. If the First Call pursuant to Section 2.5 of the Purchase Agreement is exercised, then for a period of ninety (90) days commencing on the exercise of the First Call ("Second Call Period"), Numerex shall have the right to purchase ("Second Call") that number of Shares ("Second Call Shares") from the Initial Shareholders, on a pro rata basis, determined by multiplying the total number of outstanding Shares as of the date the Second Call Notice (as defined below) is given and after giving effect to the exercise of the First Call, if any, by the Second Call Percentage (as defined below). The "Second Call Percentage" shall be (i) the percentage ownership of Shares of the Company by Numerex as of the date of the Second Call Notice after giving effect to the exercise of the First Call, if any, subtracted from (ii) 51%. If, immediately prior to the Second Call Period, Numerex owns 51% or more of the outstanding shares of the Company, then the provisions of this Section 4.4(a) shall be null and void, and of no further force or effect. Numerex may exercise this Second Call by giving the Initial Shareholders written notice ("Second Call Notice") at any time during the Second Call Period.
Second Call. If a duly called Shareholders' Meeting is not held upon the first call and the date for a second call has not been indicated in the notice, the second call shall be made subject to the same publication requirements as those set forth for the first call, indicating that it is a second call, within ten (10) days following the date of the meeting not held and at least three (3) days in advance of the second meeting.
Second Call. In the event that Qualified Ticket Volume during the third Measurement Period is less than Qualified Ticket Volume during the second Measurement Period, then the Company will have a call on that number of Warrants calculated as follows. First, the amount of equity that the Warrant Holder would have received, had the calculations made in Section 4(c) been made as though the Qualifying Ticket Volume in each of the second and third Measurement Periods had been based on the two-year average of the Qualified Ticket Volume from such periods, will be calculated (the "Second Two Year Equity Amount"). Then, if the amount of equity the Warrant Holder has actually earned (if any), net of any Warrants subject to the call set forth in Section 5(a) above, exceeds the Second Two Year Equity Amount, the Company will have a call on the amount of such excess at the Warrant Holder's cost; PROVIDED, HOWEVER, that the right to exercise Warrants to acquire the first 7,557,041 of Shares, subject to adjustment as hereinafter provided pursuant to Section [**] = Confidential treatment requested for redacted portions.
Second Call. Dispatch will place a second call to the relief employee for work available during daily dispatch. Should the Relief deck employees not pick up the call placed by the dispatcher; a message will be left for the employee. Relief deck employees are required to return calls placed within (15) minutes or thirty (30) minutes when working aboard a vessel barring operational necessity.
