Call by the Company. If, during the period from date of six months and one day after the date of initial issuance of this Warrant to expiration date of the Warrant, the closing public market price of the Company’s common stock is equal to or in excess of $3.00 for a period of twenty (20) consecutive Trading Days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant (“Automatic Exercise”) during such twenty (20) consecutive day period, the Company shall provide the Holder with notice of such Automatic Conversion (“Automatic Exercise Notice”). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole, this Warrant within forty-five (45) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the forty-fifth (45) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 000 Xxxxxxxx Xxxxxx, Suite 408, White Plains, New York 10601 on or before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to Purchase properly executed and completed by Holder or an authorized officer thereof, (ii) a check payable to the order of the Company, in an amount equal to the product of the Exercise Price multiplied by the number of Warrant Shares specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not exercise this Warrant within forty-five (45) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the subsequent holder of this Warrant does not exercise this Warrant within 45 (45) days after notification of intent to transfer this Warrant, then this Warrant will expire.
Call by the Company. In the event that the closing price of the ------------------- Common Stock as listed on a nationally public securities market is $2.75 or more for a period of 20 consecutive trading days and the Registration Statement for the Common Stock is effective for such 20 consecutive trading days, the Company may call this C Warrant upon 30 days notice and pay to the Holder the sum of $0.001 per share of the Common Stock covered by this C Warrant, for all such shares not purchased under the exercise provisions at the expiration of the 30 days notice period.
Call by the Company. (a) If the employment of a Management Investor by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason prior to ---------- the earlier to occur of (i) the initial Public Offering or (ii) a Change of Control, then the Company shall have the right to purchase (the "Call Option"), ----------- by delivery of a written notice (the "Call Notice") to such terminated Manage- ----------- ment Investor no later than ninety (90) days after the date of such Call Event, and such Management Investor and such Management Investor's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than ---------- all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "Call ---- Securities") at a price per share equal to the Call Price (as defined in Section ---------- 2.2(b) below) of such Shares as of the date the Call Notice is delivered; provided however that this Section 2.2 shall not apply to Xxxx X. Xxxxxxx.
(b) For purposes of this Section 2.2, the term "Call Price" shall ---------- mean (1) with respect to shares of Common Stock,
(i) in the event of a termination of a Management Investor without Cause or by reason of death or Disability or by such Management Investor upon Company Breach or Retirement, the Fair Market Value of such shares of Common Stock; and
(ii) in the event of a termination of a Management Investor for Cause, in the event of the Voluntary Termination by a Management Investor, or in the event of a termination for any reason other than those expressly provided in subparagraph (i) above, the lower of (x) the Investment Price of such shares of Common Stock or (y) the Fair Market Value of such shares of Common Stock; and
(iii) with respect to any Vested Stock Option, the difference between (x) the Call Price, as determined above, payable in respect of shares of Common Stock minus (y) the exercise price of such Vested Stock Option.
(c) The closing of any purchase of Call Securities by the Company pursuant to paragraph 2.2(a) shall take place at the principal office of the Company no later than the 180th day after the Call Event. At such closing, the Company shall deliver to the Call Group consideration in an amount equal to the aggregate Call Price payable in respect of such Call Securities, against delivery of (i) original stock certificates and stock powers duly endorsed in favor of the Company representing the ...
Call by the Company. (i) If the employment of a Management Holder with the Company and any of its Subsidiaries shall terminate (a "CALL EVENT") for any reason, then, subject to Section 2.5(a)(ii), the Company shall have the right to purchase (the "CALL OPTION"), by delivery of a written notice (the "CALL NOTICE") to such terminated Management Holder (with a copy thereof to the JWC Representative) no later than 30 days after the date of the Call Event (the "COMPANY CALL PERIOD"), and such Management Holder and such Management Holder's direct and indirect Permitted Transferees (a "CALL GROUP") shall be required to sell any and all of the Subject Securities that are owned by such Call Group on the date of the Call Event (such Subject Securities to be purchased hereunder being referred to collectively as the "CALL SECURITIES") at, except as otherwise provided in Section 2.5(a)(ii) hereof, a price per share equal to the greater of (I) the Call Price of such Call Securities as of the date of the Call Event and (II) the Cost Price of such Call Securities.
(ii) Notwithstanding anything set forth in this Section 2.5 to the contrary, in the event a Management Holder resigns, other than upon death or disability, without Good Reason from his employment with the Company and its Subsidiaries, or his employment is terminated for Cause by the Company and its Subsidiaries, then the purchase price per share payable for the Call Securities shall be an amount equal to the Cost Price of such Call Securities; provided, however, that if a Management Holder resigns six or more years from the issuance of the Call Securities (or Common Stock Equivalents that were converted or exercised into such Call Securities), then the purchase price per share payable for the Call Securities shall equal the greater of (I) the Call Price of such Call Securities as of the date of the Call Event and (II) the Cost Price of such Call Securities.
(b) The closing of any purchase of Call Securities by the Company from a Call Group pursuant to this Section 2.5 shall take place at the principal office of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Call Group as the Company shall specify to the members of such Call Group in writing. At such closing, the members of the Call Group shall deliver to the Company, against payment by the Company of the purchase price for the Call Securities in cash (by delivery of a certified check or checks payable to the respective me...
Call by the Company. Until the earlier to occur of an Initial Public Offering and a Change in Control, upon the occurrence of a Call Event with respect to a Manager, the Company shall have the right to purchase or procure the purchase by its designee (the “Call Option”), by delivery of a written notice (the “Call Notice”) to the applicable Manager (the “Called Manager”) and to Société Générale as fiduciary for the same no later than the later of (i) 6 months after the date of such Call Event and (ii) the last day of the Effective Period, and the Called Manager shall be obliged in that event to sell or procure the sale by Société Générale to the Company or its designee of, all or a portion of the Company Capital Stock which is owned by the Called Manager or by Société Générale as fiduciary for the Called Manager or by or on behalf of any Permitted Transferee of the Called Manager on the date of the Call Event (the “Call Securities”) at a price per share equal to the Call Price of such Call Securities as of the date of such Call Event.
Call by the Company. (a) If the employment of a Management Holder by the Company or any of its Subsidiaries shall terminate (a "CALL EVENT") for any reason prior to the earlier to occur of (i) the initial Public Offering or (ii) a Change of Control, then the Company shall have the right to purchase (the "CALL OPTION"), by delivery of a written notice (the "CALL NOTICE") to such terminated Management Holder no later than ninety (90) days after the date of such Call Event, and such Management Holder and such Management Holder's Permitted Transferees (the "CALL GROUP") shall be required to sell all (but not less than all) of the Shares and Vested Stock Options which are owned by the members of the Call Group on the date of such Call Event (collectively, the "CALL SECURITIES") at a price per share equal to the Call Price (as defined in Section 2.2(b) below) of such Shares as of the date the Call Notice is delivered.
(b) For purposes of this Section 2.2, the term "CALL PRICE" shall mean,
Call by the Company. (a) If the employment of a Management Stockholder by the Company or any of its Subsidiaries shall terminate (a "Call Event") for any reason then the Company shall have the right to purchase (the "Call Option"), by delivery of a written notice (the "Call Notice") to such terminated Management Stockholder no later than ninety (90) days after the date of such Call Event, and such Management Stockholder and such Management Stockholder's Permitted Transferees (the "Call Group") shall be required to sell all (but not less than all) of the Call Securities (as defined below) at a price per share equal to the Call Price (as defined below) of such Call Securities as of the date the Call Notice is delivered.
(b) For purposes of this Section 2.2, the term "Call Securities" shall mean:
Call by the Company. Subject to Section 8.4, if the Aurora Entities do not elect to purchase all of such Call Securities within the time limits specified in Section 8.1, then the Company shall have the option, exercisable by the delivery of an exercise notice (the "Company Call Notice") to such Class A Securityholder no later than fifteen (15) Business Days following the date of expiration of the sixty (60) day period specified in Section 8.1, to purchase, at the Per Share Call Price, all or any portion of the Call Securities specified in the Call Option and not purchased by the Aurora Entities. In the event that the Company elects to purchase the Call Securities pursuant to this Section 8.3, the Company will be obligated to purchase, and such Class A Securityholder shall be obligated to sell, such Call Securities at a closing to be held on the fifteenth (15th) Business Day after the delivery of the Company Call Notice to such Class A Securityholder at the principal executive offices of the Company, or at such other time and place as may be mutually acceptable to the Company and such selling Class A Securityholder. The closing of any such purchase by the Company may, at the election of the Company, be delayed up to thirty (30) Business Days in order to permit such acquisition of such Call Securities to be made in conformity with applicable laws, including the HSR Act.
Call by the Company. This Warrant contains a callable feature until March 31, 2005 requiring the automatic exercise at any time prior to the Expiration Date if the closing public market price of the Company's common stock is equal to or in excess of the callable price of $1.00 for a period of twenty (20) consecutive days and there is an effective Registration Statement covering the shares of Common Stock underlying this Warrant ("Automatic Exercise") during such twenty (20) consecutive day period. Upon occurrence of the Automatic Exercise, the Company shall provide the Holder with notice of such Automatic Conversion ("Automatic Exercise Notice"). Upon receipt of the Automatic Exercise Notice, the Holder must (i) exercise, in whole or in part, this Warrant within ten (10) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the thirtieth (30) day after notification of intent to transfer this Warrant. In the event that this Warrant is exercised, the Holder must deliver to the Company at its office at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxx, on or before 5:00 p.m., Eastern Time,
Call by the Company. If (a) the employment by a Restricted Stockholder by the Company or any of its subsidiaries shall terminate for any reason whatsoever or (b) if a Restricted Stockholder breaches any provision of this Agreement (each being a “Call Event”), the Company shall have the right, but not the obligation, to purchase (the “Call Option”), by delivery of a written notice (the “Call Notice”) to such terminated Restricted Stockholder no later than one hundred twenty (120) days after the date of such Call Event, and such Restricted Stockholder shall be required to sell, all (but not less than all) of the shares of Common Stock which are then owned by the Restricted Stockholder (collectively, the “Call Securities”) at a price per share equal to the Call Price (as defined below) applicable to such shares.
