Call Option Procedure Sample Clauses

Call Option Procedure. The Call Holder may exercise its Call Option by providing written notice to the Put Holder (the "Call Notice") at any time during any Call Exercise Period (the date of such notice being the "Call Exercise Date"). The Call Notice shall constitute an irrevocable offer by the Call Holder to exercise its Call Option and to purchase the Shares. Upon receipt of the Call Notice, the Put Holder shall be obligated to sell the Shares to the Call Holder pursuant to the terms of this Article V. The Call Notice shall specify the applicable Call Price and the aggregate price to be paid for the Shares. The Call Price shall be the applicable Call Price for the Call Exercise Period that includes the Call Exercise Date, regardless of when the Call Price is actually paid, and the aggregate price to be paid for the Shares shall be the applicable Call Price multiplied by the number of Shares.
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Call Option Procedure. If at any time during the Call Option Exercise Period, ActiveCare elects to exercise its Call Option or the GWO Call Option, ActiveCare shall exercise the Call Option by providing written notice to the Shareholder whose Shares or GWO Interests ActiveCare intends to purchase (the “Call Option Notice”) during the Option Exercise Period. The Call Option Notice shall constitute an irrevocable election by Company to exercise the Call Option. The purchase price shall be paid by ActiveCare’s certified check or bank cashier’s check to the Shareholder on the date specified by the Call Option Notice as the closing date.
Sample 1
Call Option Procedure. The occurrence of a Termination prior to a Change of Control of the Company and the expiration of the Antin Vesting Period, the Executive Vesting Period or the Management Vesting Period, as applicable, shall be deemed a "CALL EVENT." Upon the occurrence of a Call Event, the applicable Call Option Buyers may exercise the applicable Call Option (in the priority set forth below) by written notice (an "OPTION NOTICE") delivered to the applicable Employee within ninety (90) days after such Call Event, and, upon the giving of the Option Notice, the applicable Call Option Buyers will be obligated to purchase, and such Employee will be obligated to sell, all or any lesser portion indicated in the Option Notice of the applicable Callable Shares owned at the time of the Call Event by such Employee, including all such Shares acquired by a Person pursuant to an Exempt Transfer as set forth in Section 2.7.3. The priority to exercise any Call Option shall be, FIRST, to the Company and, SECOND, to the other applicable Call Option Buyers; PROVIDED, HOWEVER, that the Company and the other applicable Call Option Buyers may elect not to exercise the Call Option and that the Company and the other applicable Call Option Buyers may in their discretion agree to a different allocation of the Shares to be called as among themselves. The exercise price of any Call Option shall be $15.00 per Share, as adjusted for stock splits, recapitalizations, subdivisions, combinations or other such transactions. In the event that the Company exercises a Call Option, any amounts payable to the Employee by the Company shall be first offset against any outstanding principal balance of any indebtedness owed to the Company (including any of its subsidiaries) by the Employee in accordance with the terms of such indebtedness. The closing for all purchases and sales of Callable Shares pursuant to this Section 2.8 shall be no later than thirty (30) days following delivery of the Option Notice and shall be in accordance with the terms governing the repayment of any indebtedness of such Employee to the Company. Any Shares subject to a Call Option shall be free and clear of any and all liens, claims, charges and encumbrances.
Sample 1

Related to Call Option Procedure

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:

  • Subscription Procedure Each Investor, by providing his or her name and subscription amount and clicking “accept” and/or checking the appropriate box on the Platform (“Online Acceptance”), confirms such Investor’s investment through the Platform and confirms such Investor’s electronic signature to this Agreement. Investor agrees that his or her electronic signature as provided through Online Acceptance is the legal equivalent of his or her manual signature on this Agreement and Online Acceptance establishes such Investor’s acceptance of the terms and conditions of this Agreement.

  • Election Procedure (a) Each person who, on or prior to the Election Date, is a registered holder of Shares, other than Excluded Shares, shall be entitled to specify the number of such holder’s Shares with respect to which such holder makes a Mixed Election, a Cash Election or a Stock Election by complying with the procedures set forth in this Section 4.3.

  • Termination Procedure Any party having the right to terminate this Agreement may terminate this Agreement prior to Closing by delivering to the other party written notice of termination, and thereupon, this Agreement will be terminated without obligation or liability of any party.

  • Termination Notice and Procedure Any Covered Termination by the Company or the Executive (other than a termination of the Executive’s employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination (“Notice of Termination”) to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 24:

  • Exercise Procedure (i) This Warrant shall be deemed to have been exercised when all of the following items have been delivered to the Company (the "Exercise Time"):

  • Redemption Procedure The payment of cash or issuance of Common Stock, as applicable, pursuant to an Optional Redemption or a Periodic Redemption shall be payable on the Optional Redemption Date or Periodic Redemption Date, as applicable. If any portion of the payment pursuant to an Optional Redemption or Periodic Redemption shall not be paid by the Company by the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount or Periodic Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption or Periodic Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. Notwithstanding anything to the contrary in this Section 6, the Company’s determination to redeem in cash or its elections under Section 6(b) shall be applied ratably among the Holders of Debentures. The Holder may elect to convert the outstanding principal amount of the Debenture pursuant to Section 4 prior to actual payment in cash for any redemption under this Section 6 by the delivery of a Notice of Conversion to the Company.

  • Purchase Procedure The Subscriber acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company:

  • Notice Procedure Subject to Sections 7(f)(iv) and 7(f)(vi) hereof, whenever, under the provisions of any statute, the Certificate of Formation or this Agreement, notice is required to be given to any Manager, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Manager at such Manager’s address as it appears on the records of the Company, with postage thereon prepaid, or by telegram, telex, telecopy or any other lawful means (including electronic transmission) addressed as aforesaid.

  • Payment and Purchase Procedure The Purchase Price shall be paid simultaneously with Investor’s delivery of this Subscription Agreement. Investor shall deliver payment of the Purchase Price of the Subject Offered Shares in the manner set forth in Section 8 hereof. Investor acknowledges that, in order to subscribe for Offered Shares, Investor must comply fully with the purchase procedure requirements set forth in Section 8 hereof.

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