The Call Right Clause Samples
The Call Right clause grants one party, typically the issuer or a majority stakeholder, the option to purchase certain assets, shares, or interests from another party, usually at a predetermined price or under specified conditions. In practice, this means that if certain events occur—such as a change in control, a set time period elapsing, or a triggering event—the holder of the call right can compel the other party to sell their stake. This clause is commonly used in joint ventures, shareholder agreements, or financing arrangements to provide flexibility and control over ownership structure. Its core function is to give the call right holder a mechanism to consolidate ownership or exit arrangements, thereby managing risk and ensuring strategic control.
The Call Right. Subject to Section 2.1(b), SunEdison hereby grants to Terra the right and option, on the terms and subject to the conditions set forth in this Agreement, to purchase some or all of the Call Right Assets, exercisable by Terra in its sole discretion at any time during the Call Right Period (the “Call Right”). SunEdison will take all actions reasonably necessary to cause the Call Right to be exercisable in accordance with this Article II, including by taking any actions necessary to facilitate and enforce such exercise and to consummate the transactions contemplated by this Article II.
The Call Right. Subject to Section 2.1(b), SunEdison hereby grants to Global LLC the right and option, on the terms and subject to the conditions set forth in this Agreement, to purchase some or all of the Call Right Assets, exercisable by Global LLC in its sole discretion at any time during the Call Right Period (the “Call Right”). SunEdison will take all actions reasonably necessary to cause the Call Right to be exercisable in accordance with this Article II, including by taking any actions necessary to facilitate and enforce such exercise and to consummate the transactions contemplated by this Article II.
The Call Right a. On the Commencement Date, (i) NBCU will exchange with the Company $200,000,000 in face amount of Series B Preferred for $200,000,000 in face amount of a new series of Company preferred stock with terms identical to the Series B Preferred but which shall not be convertible (the "Series D Non-Convertible Preferred"), as described on Schedule F, and (ii) NBCU will assign the Call Agreement and transfer $200,000,000 in face amount of Series D Non-Convertible Preferred to Newco. Newco will agree to issue to NBCU the NBCU Option I (as described in section C(7)(a) below) upon the Call Closing (as defined in the Call Agreement).
b. On the Commencement Date, NBCU will also irrevocably assign and transfer to Newco, subject to receipt of FCC approval by Newco, the rights to the proceeds of the escrow account (the "Escrow Amount") established pursuant to the Escrow Agreement among the Call Stockholders, NBCU and the Bank of New York, dated November 7, 2005 and, subject to receipt of FCC approval by Newco, Newco will assume the payment obligations of NBCU to the Company, ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ under the ▇▇▇▇▇▇ Consulting and Noncompetition Agreement between the Company, ▇▇. ▇▇▇▇▇▇ and NBCU, dated as of November 7, 2005 (the "▇▇▇▇▇▇ Non-Compete Agreement"), and the ▇▇▇▇▇▇▇ Noncompetition Agreement between NBCU and ▇▇. ▇▇▇▇▇▇▇, dated as of November 7, 2005 (the "▇▇▇▇▇▇▇ Non-Compete Agreement," and, together with the ▇▇▇▇▇▇ Non-Compete Agreement, the "Non-Compete Agreements").
c. Newco will simultaneously exercise the Call Right.
d. The Call Right will close upon receipt of FCC and other regulatory approvals (provided the requisite periods for the various offers have expired).
i. At the closing of the exercise of the Call Right, Newco will pay $6,274,141 to the Call Stockholders pursuant to the terms of the Call Agreement, $2,000,000 to the Company and $3,000,000 to ▇▇. ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Non-Compete Agreement, and $2,250,000 to ▇▇. ▇▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇▇ Non-Compete Agreement. Newco will use the Escrow Amount (including accrued interest) to partially satisfy these amounts.
ii. At the closing of the exercise of the Call Right, the Call Stockholders shall immediately transfer all of their Class A Common Stock and Class B Common Stock to Newco.
iii. Simultaneously with the closing of the exercise of the Call Right, that certain PMC Management and Proxy Agreement, dated November 7, 2005, shall terminate.
The Call Right and the Put Right may only be exercised by the giving of written notice (the "Buy-out Notice") by the non breaching Party to the other Party within thirty (30) days after a final determination by a court that the other Party is in Material Breach. Delivery of the Buy-out Notice shall constitute an irrevocable election by the non breaching Party to exercise the Call Right or the Put Right, as the case may be at the purchase price determined below. The purchase and sale of Emcore's Membership Interest shall be consummated as soon as practicable following the determination of the Fair Market Value of that Interest, but in no event more than 30 days thereafter (subject to any extension necessary to comply with any applicable regulatory requirement). The Fair Market Value of Emcore's Membership Interest shall be determined as provided in the Definition of Fair Market Value in this Agreement, with the Company being treated as a going concern immediately prior to the occurrence of the event that gave rise to the Material Breach referred to in subsection 10.04(a), above. The purchase price for Emcore's Membership Interest shall be paid in cash at the closing of the transaction and shall be equal to the Fair Market Value thereof.
The Call Right and the Put Right may only be exercised by the giving of written notice (the "Buy-out Notice") by the non breaching Party to the other Party within thirty (30) days after a final determination by a court that the other Party is in Material Breach. Delivery of the Buy-out Notice shall constitute an irrevocable election by the non breaching Party to exercise the Call Right or the Put Right, as the case may be at the purchase price determined below. The THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. purchase and sale of Emcore's Membership Interest shall be consummated as soon as practicable following the determination of *** of that Interest, but in no event more than 30 days thereafter (subject to any extension necessary to comply with any applicable regulatory requirement). *** of Emcore's Membership Interest shall be determined as provided in the Definition of *** in this Agreement, with the Company being treated as a going concern immediately prior to the occurrence of the event that gave rise to the Material Breach referred to in subsection 10.04(a), above. The purchase price for Emcore's Membership Interest shall be paid in cash at the closing of the transaction and shall be equal to *** thereof.