Second Call Right. (a) Within 45 (forty-five) days following the date that is [***] after the date of this Agreement, the Fox Member shall have the right to elect (in the manner set forth in Section 8.2(b) below) to purchase from the VeriSign Member (the “Second Call Option Right”), and the VeriSign Member shall thereupon be required to sell to the Fox Member, all, but not less than all, of the Units beneficially owned by the VeriSign Member as of the Second Call Exercise Date at an aggregate purchase price (the “Second Call Price”) for such Units together with all shares and interests beneficially owned by VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP in cash equal to the greater of (x) $[***] multiplied by, in respect of such purchase price allocated to the Units pursuant to Section 8.7, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as of the Second Call Exercise Date and the denominator of which is the VeriSign Member’s Percentage Interest as of the date of this Agreement and (y) the Fair Market Value of such Units as of the Second Call Exercise Date.

Second Call Right. BDN shall have the right, but not the obligation, to purchase all (but not less than all) of the TPG Retained Interests (“Second Call Right”) at any time on or after the earlier of (i) October 31, 2021, or (ii) the termination of the Partnership. If BDN exercises the Second Call Right by notice to TPG Partners, then TPG Partners or their successors shall sell, and BDN shall purchase all of the TPG Retained Interests for a purchase price equal to the excess of (A) (i) the price paid by BDN for the initial TPG Partners’ Partnership Interests acquired upon exercise of the Call Right, calculated as an amount per percentage point of the Percentage Interests so acquired, multiplied by (ii) the number of percentage points of the TPG Retained Interests over (B) the aggregate of the amounts distributed to the TPG Partners or their successors on the TPG Retained Interests from and after the date that BDN acquired the TPG Partners’ Partnership Interests (other than the TPG Retained Interests) less any amount that was contributed to the Partnership as an Additional Capital Contribution by the TPG Partners or their successors during such period. The Second Call Right shall be governed by the same provisions governing the Call Right under Sections 8.10 and 8.11.

Second Call Right. At any time during the Second Call Period, PCTEL may 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 Right. Progressive shall have the right, between thirty (30) and sixty (60) days after the Second Put Closing Date (the “Second Call Period”), to purchase at the Second Put Price up to one hundred percent (100%) of the Shares held by any Stockholder other than Progressive or any of its Affiliates (the “Second Call Potential Sellers”), including Shares issuable upon the exercise of any outstanding stock option (the “Second Call Shares”). Progressive shall exercise its right to purchase the Second Call Shares by providing notice during the Second Call Period (the “Second Call Notice”) to each of the Second Call Potential Sellers of its intention to exercise its call right set forth in this Section 3.3(c)(iv) and including in the Second Call Notice the following information: the number of Second Call Shares that Progressive is electing to purchase and the number of Shares required to be sold by each of the Second Call Potential Sellers (the “Second Call Actual Sellers”), which shall be determined by the percentage of all Second Call Shares held by such Second Call Actual Seller. The Second Call Notice also shall include the Second Put Price and the closing date for the purchase, which shall be a date that is not less than thirty (30) days and not more than forty-five (45) days after the date of the Second Call Notice (the “Second Call Closing Date”). On the Second Call Closing Date, at the Company’s offices, Progressive shall pay to each Second Call Actual Seller in immediately available funds an amount equal to the Second Put Price times the number of Second Call Shares to be sold by such Second Call Actual Seller, and each Second Call Actual Seller shall deliver to Progressive stock certificates representing the Second Call Shares to be sold by such Second Call Actual Seller, a stock power duly endorsed to Progressive (or signed in blank) by such Second Call Actual Seller, and such additional information and documentation, including representations as to title to and ownership of the Second Call Shares to be sold by such Second Call Actual Seller, authority of the Second Call Actual Seller to sell such Second Call Shares, and the absence of encumbrances and required governmental and third party approvals and consents, as Progressive may reasonably request from such Second Call Actual Seller. Notwithstanding the foregoing, (A) if the Second Put Price is the subject of a dispute pursuant to Section 3.3(c)(iii) and Section 3.3(c)(v), then the closing of the transacti...

Second Call Right. After the fourth anniversary of the date hereof, HTI shall have the right (the "Second Call Option") exercisable by giving written notice to a Securityholder (the "Second Call Notice") to purchase from such Securityholder, at a price equal to the Put Price, all (but not less than all) of the Securities owned by such Securityholder; provided, however, that (A) the purchase price for any Additional Shares shall be the greater of the Put Price or the original purchase price paid by the Securityholder for such Shares, and (B) in the case of a Restricted Holder, HTI may repurchase such Restricted Holder's Debenture Securities for an amount equal to the Applicable Repurchase Price less any damages, as determined by a judgment which has become final and non-appealable of a court of competent jurisdiction (which shall, for purposes of this Agreement, be deemed to include any mediation to which the Restricted Holder and the Company have consented and any arbitration decision rendered, pursuant to Section 11.8 of either Purchase Agreement) that (i) such Restricted Holder materially breached Section 10 or 11 of such Restricted Holder's Employment Agreement and (ii) in the event such breach was of a type or nature which is susceptible to cure, such Restricted Holder did not cure such breach within 10 days of written notice of such breach; provided further, however, that pending any such judgment, (i) the Restricted Holder may not exercise any rights he may have as a Securityholder and (ii) the subject Debenture Securities and any principal or interest, and dividends or distributions, thereon, shall be deposited into an interest bearing escrow account with a financial institution designated by HTI. If such judgment holds that HTI is not entitled to repurchase Debenture Securities pursuant to the first proviso of this Section 4.2 and (i) that HTI had reasonable grounds for its assertion that it was entitled to repurchase such Debenture Securities pursuant to the first proviso of this Section 4.2, then HTI shall return to the appropriate Restricted Holder all wrongfully escrowed Debenture Securities, principal, interest, dividends and distributions, plus a total of 10% interest (i.e., including interest earned on the escrow account) computed thereon (in the case of Debenture Securities, on such Debenture Securities' face value) from the date of escrow to the date of return or (ii) that HTI did not have reasonable grounds for its assertion that it was entitled to repurcha...

Second Call Right. Subject to the fulfilment of the conditions precedent set forth in subsection 0 hereof, the Corporation shall have the right, at any time after the First Additional Closing Date and prior to February 11, 1999, to require each of the Investors, by written notice, to subscribe and pay for the following number of additional Debentures (collectively, the "Second Additional Debentures"): (i) in the case of Sofinov, a Debenture in the principal amount of $700,000, in the form of debenture set forth in the specimen copy attached as Schedule 0.1 hereto (the "Sofinov C Debenture"), at the aggregate subscription price of $700,000 and (ii) in the case of Innovatech, a Debenture in the principal amount of $300,000, in the form of debenture set forth in the specimen copy attached as Schedule 0.2 hereto (the "Innovatech C Debenture"), at the aggregate subscription price of $300,000. Following the fulfilment of said conditions precedent and within 45 Business Days of its receipt of said written notice, each of the Investors will be required to subscribe and pay for the number of Second Additional Debentures applicable to it (the "Second Additional Closing Date") by remitting to the Corporation the aggregate subscription price for the Second Additional Debentures applicable to it, and the Corporation shall issue and deliver to each of the Investors, respectively, certificates representing such Second Additional Debentures.

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Call Right The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition Number of Seller’s Shares as to which there is a Call Right Condition 1 30% Condition 2 30% Condition 3 30% Condition 4 10% However, in case that the Company achieves not less than 2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 40% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Purchaser even if the Company achieves not less than2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller violates any provisions of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Right.
Company Call Right (a) (i) On or after a Member’s Separation Date or (ii) in connection with any Involuntary Transfer, Holdco or Pubco may, in Pubco’s sole discretion, elect to purchase any or all of the vested Attributable Securities (“Attributable Call Securities”) held by the Company that correspond to the Vested Common Units of such Member or, in the case of any Involuntary Transfer, that correspond to any such Units transferred to such Transferee (each such Member or Transferee, a “Call Members” and such Units, “Call Units”)) at any time by delivery of a written notice (a “Call Notice”) by the Manager to such Call Member(s) on or prior to the date that is sixty (60) calendar days following such Separation Date. The Call Notice shall set forth the Call Price and the proposed closing date of Holdco’s or Pubco’s, as applicable, purchase of such Attributable Call Securities; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. In the event that Holdco or Pubco do not elect to purchase any or all of Attributable Call Securities held by the Company that correspond to such Call Units, the Company may nevertheless in its sole discretion elect to purchase from such Call Member any or all of such Call Units that correspond to such Attributable Call Securities in the same manner as if Holdco and Pubco had elected to purchase such Attributable Call Securities. At the closing of any such sale, (x) each Call Member shall deliver to the Company for cancellation its Call Units that correspond to such Attributable Call Securities, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company and accompanied by all requisite transfer taxes, if any in exchange for a purchase price equal to the fair market value of such Call Units (as determined by the Manager in its sole discretion) (the “Call Price”), which may be paid the form of a Company Note pursuant to Section 9.05(c), (y) such Call Units shall be free and clear of any Liens and (z) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of such Call Units, including any distributions of the Company thereupon (other than the payment of (A) the Call Price at such closing and (B) amounts (if any) actually paid to the Company under the Tax Receivable Agreement in respect of such Attributable Call Securities), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company. Any post-termination payments in respect of such Call Units (including under the Company Note and any Minimum Annual Payments (as defined below) shall be conditioned on the Member executing and delivering (and not revoking) a waiver and release of claims satisfactory to Holdco and Pubco within 60 days following the Separation Date; provided that if such 60 day period spans two taxable years of the Member, then the first post-termination payment shall commence in the second taxable year (but in all events after the release has become effective). Notwithstanding the definition of “Call Price”, in the event of a breach by the Member of Section 9.04, (1) the “Call Price” shall be no or nominal consideration as determined in the Manager’s sole discretion, and 2B) to the extent a Company Note has been issued to such Call Member, or consideration payable pursuant to this Section 9.05 is otherwise payable in installments (including any Minimum Annual Payment), all remaining amounts payable to such Call Member shall be deemed forfeited.
Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.
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:
Put Right At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in advance of the Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the Requested Redemption Date; provided that the sum of the percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to exceed 2% of the number of Units outstanding at the beginning of such 12-month period, the Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax. Table of Contents
Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:
Second Option If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:
Co-Sale Right In the event that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Shares on the same terms and conditions as set forth in the ROFR Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

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