Buyer's Call Right Sample Clauses

Buyer's Call Right. At each milestone at which the Payment Date FMV is below *, the Shares issued by Buyer under Section 3.1(b) through (i) shall be accompanied by a call right (as described below); provided, however, that such call right shall not be applicable to that portion of such issued and outstanding Shares as is necessary to maintain a ratio of cash (for -------------------- * Confidential treatment requested. this purpose, calculated on a cumulative basis (including Shares issued under Section 3.1(a)) with respect to each Share issued with a call right, and valued at * per Share for each such Share)-to-stock value (for this purpose, calculated on a cumulative basis (including Shares issued under Section 3.1(a)) with respect to each Share issued without a call right, and valued at the lower of the Payment Date FMV or fair market value on the date of calculation) of less than one-to-one; provided, further, that the number of Shares issued at a milestone at which the Payment Date FMV is below *, but with respect to which such call right is not applicable in accordance with the preceding proviso, shall be issued based on a deemed Payment Date FMV of * per share, divided into the dollar amount of the milestone payment with respect to which Buyer does not have a call right. Such call right shall be exercisable at the higher of (i) the fair market value of the Share on the date of exercise of the call right or (ii) the Payment Date FMV applicable to such Share; provided, however, that no call right shall be exercisable from and after such time as the fair market value of a Share issued with a call right of * or greater. By way of example, assuming that * Shares are issued at the Closing and that the Payment Date FMV at the time of the first * milestone payment is *, the total value of Shares issued without a call right would be *, and the total number of Shares that could be issued in satisfaction of the milestone payment with a call right would be * shares (since * x * is less than *). If at the second milestone payment date the Payment Date FMV was *, another calculation would be required, comparing (i) the value of the number of Shares previously issued with call rights (based on * per Share) plus the number of Shares potentially issuable in satisfaction of the second milestone which can have a call right, to (ii) the value of the number of Shares previously issued without call rights (based on * per Share) plus the number of shares potentially issuable in satisfaction ...
Sample 1
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Buyer's Call Right. At any time during the Put-Call Period, Buyer shall have the right (a "Call Right") to purchase the shares of FAC Stock that each Seller received as the FAC Stock Payment which each Seller holds at that time (such shares on the Call Right exercise date, the "Called Shares"). Buyer's Call Right shall be subject to different or additional requirements, if any, of the state securities laws, rules or regulations pursuant to which such shares of FAC Stock were qualified or exempted from qualification. The price per share to be paid for any Called Shares shall be an amount equal to (i) the closing price per share of FAC Stock on the Closing Date plus (ii) the amount by which the closing price per share of FAC Stock on the Closing Date exceeds the FAC Stock Closing Date Book Value. Buyer shall pay the purchase price for the FAC Stock repurchased pursuant to this paragraph (b) in cash. If at any time during the Put-Call Period a Seller desires to sell or otherwise transfer to a third party any of its shares of FAC Stock that it received as the FAC Stock Payment (other than a sale or transfer to an Affiliate, or to a family member or trust or other entity of which the transferor and/or one or more of his family members are the beneficiaries or beneficial owners), such Seller shall provide Buyer written notice of its desire to so sell or transfer and the number of shares of FAC Stock it intends to transfer or sell so that Buyer has the opportunity to exercise its Call Right to purchase such shares. If Buyer elects not to exercise its Call Right, such Seller may sell or transfer such shares, and such shares shall no longer be subject to this Section 1.6.
Sample 1
Buyer's Call Right 
Sample 1

Related to Buyer's Call Right

  • Company Call Right (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) 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 its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

  • Buyer’s Conditions to Closing The obligation of Buyer to consummate the Closing is subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Buyer in its sole discretion):

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • 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.

  • Buyer’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Buyer’s right to cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this Contract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

  • Seller's Conditions to Closing The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

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