Company Call Right definition
Examples of Company Call Right in a sentence
Company Call Right • The Company may exercise its right to repurchase Shares within the nine month period following the later of the Management Holder’s separation from service or exercise of Vested Options (subject to 6 month minimum holding period) • FMV purchase price except in event of termination for cause, in which case the purchase price for Restricted Shares shall be the lesser of the FMV or the purchase price paid by the Management Holder ($0.01 if none).
Company (or its successor in the transaction) may exercise the Company Call Right by delivering a written notice to Investor within thirty (30) days after, or prior to or contemporaneously with, the closing of such transaction involving a Change of Control.
The Company shall exercise the Company Call Right by providing written notice to the Holder of the occurrence of the Triggering Event (the “Call Notice”), which Call Notice shall be deemed to have been provided on the date that it is placed in regular mail or with an express courier company addressed to the Holder at the address set forth on the records of the Company.
The Company agrees to promptly inform the Transferees whether it has exercised the Company Call Right.
If the Charter Amendment is approved, the parties shall cooperate in good faith to adopt an amendment to this Agreement to provide that Series B Stock shall be exchanged for Non-Voting Common Stock (instead of Series C Stock), subject to the Company Call Right and the restrictions and obligations set forth in Section 5.1, and an amendment to the Investor Rights Supplement reflecting the exchange into Non-Voting Common Stock (instead of Series C Stock).
The Company shall notify the Holder of its exercise of the Company Call Right (such notification, a “Repurchase Notice”) and, upon receipt of such Repurchase Notice, the Holder may elect, no later 4:00 p.m. Eastern Time on the second Trading Day following the date of the Repurchase Notice (the “Counter Deadline”), to return to the Company an executed Notice of Exercise with respect to at least 20% of the shares of Common Stock subject to this Warrant.
In case of a permitted transfer, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Agreement (including the Company Call Right and, with respect to any Unreleased Shares, the Repurchase Option), and there shall be no further transfer of such Shares except in accordance with the terms of this Section.
This agreement shall constitute a plan of reorganization within the meaning of US Treasury Regulation section 1.368-3 and the acquisition of Series C Stock pursuant to the Exchange Right or Mandatory Exchange and any purchase of shares of Series C Stock pursuant to the Company Call Right are in pursuance of that plan.
If the Company exercises the Company Call Right, the Company shall give the Holder notice in writing at least three Business Days (but no more than five Business Days) prior to the Record Date stating such election (the “Call Exercise Notice”).
The purchase price (the “Redemption Purchase Price”) for the Redeemed Synthetic Rights redeemed in accordance with this Section 2.6 shall be the aggregate amount that would be distributed pursuant to Section 2.1 to the Holder in respect of its Agreed Percentage of Units at such time in a hypothetical liquidation of the Company, with the aggregate liquidation value of the Company equal to the same valuation at which the Company is exercising the Company Call Right.