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Common use of Call by the Company Clause in Contracts

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 members of the Call Group, as the case may be), certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.5 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.5, one or more prospective or existing employees of the Company or any Subsidiary may be designated by the Board of Directors (individually, a "DESIGNATED EMPLOYEE" and, collectively, "DESIGNATED EMPLOYEES") who shall have the right, but not the obligation, to exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.5(b) which apply to the repurchase of Call Securities by the Company. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement whereupon such Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.5(c) and under Section 2.5(d) below shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) If and to the extent neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice prior to the expiration of the Company Call Period with respect to such Management Holder, then the JWC Holders and the Halifax Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d), may exercise the Call Option in lieu of the Company and such Designated Employee by delivery of a Call Notice to such terminated Management Holder within the Company Call Period. The closing of any purchase of Call Securities by such JWC Holders and the Halifax Holders shall take place at the principal offices of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall specify to the members of such Call Group in writing, provided that if any such JWC Holder or Halifax Holder fails to purchase all or a portion of the number of Call Securities which such JWC Holder or Halifax Holder may purchase pursuant to this Section 2.5(d), then the other JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, or as otherwise agreed, by such JWC Holders and the Halifax Holders). (e) If and to the extent none of the Company, any Designated Employees, any JWC Holders or any Halifax Holder elects to exercise the Call Option and deliver a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 days after the expiration of the Company Call Period, then the Call Option provided for in this Section 2.5 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreement. (f) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and sale pursuant to this Call Option, (i) were purchased as the result of the exercise of a stock option and (ii) have not been owned by the Call Group for at least 180 days ("UNMATURED SHARES"), the closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Call Group of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.

Appears in 2 contracts

Samples: Stockholders Agreement (Signal Medical Services), Stockholders Agreement (Signal Medical Services)

Call by the Company. (ia) If the employment of a Management Holder with the Executive by the Company and or any of its Subsidiaries shall terminate Affiliates terminates for any reason prior to a Company Public Offering (a "CALL EVENT") for any reason, then, subject to Section 2.5(a)(ii“Call Event”), then the Company shall have the right and option to purchase (the "CALL OPTION"“Call Option”), by delivery of a written notice (the "CALL NOTICE"“Call Notice”) to such terminated Management Holder (with the Executive at any time prior to a copy thereof to the JWC Representative) no later than 30 days after the date of the Call Event Company Public Offering (the "COMPANY CALL PERIOD"“Company Call Period”), and such Management Holder the Executive and such Management Holder's direct and indirect the Executive’s Permitted Transferees (a "CALL GROUP"the “Call Group”) shall be required to sell any and all sell, at the option of the Subject Securities Company, all or any portion of the Class B Units, in each case, that are were originally issued by the Company to the Executive and that were owned by such Call Group the Executive and his Permitted Transferees on the date of the such Call Event and not otherwise forfeited in accordance with the terms of the LLC Agreement (such Subject Securities to be purchased hereunder being referred to collectively as collectively, the "CALL SECURITIES") at“Call Securities”), except as otherwise provided in Section 2.5(a)(ii) hereof, at a price per share Class B Unit equal to the greater of (I) the Call Price of such Call Securities Class B Units as of the first Business Day immediately preceding the date of on which 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 SecuritiesNotice was given. (b) The closing of any purchase of Call Securities by the Company from a the Call Group pursuant to this Section 2.5 4 shall take place at the principal office of the Company on such date within 15 thirty (30) days after the expiration of date on which the Company Call Period Notice with respect to such Call Group as the Company shall specify to the members of such Call Group in writingis given. 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 members of Securities, certificates evidencing the Call GroupSecurities, if any and as the case may be)applicable, certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Call Securitiesunit powers, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement)Claims and Encumbrances. All of the foregoing deliveries will shall be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.5 to the contrary, prior to the exercise by If the Company of its Call Option to purchase Call Securities pursuant to this Section 2.5, one or more prospective or existing employees of the Company or any Subsidiary may be designated by the Board of Directors (individually, a "DESIGNATED EMPLOYEE" and, collectively, "DESIGNATED EMPLOYEES") who shall have the right, but does not the obligation, elect to exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.5(b) which apply to the repurchase of Call Securities by the Company. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement whereupon such Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.5(c) and under Section 2.5(d) below shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) If and to the extent neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice prior to the expiration of the Company Call Period with respect to such Management Holder, then the JWC Holders and the Halifax Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under provisions of this Section 2.5(d), may exercise the Call Option in lieu of the Company and such Designated Employee 4 by delivery of a Call Notice to such terminated Management Holder within the Company Call Period. The closing of any purchase of Call Securities by such JWC Holders and the Halifax Holders shall take place at the principal offices of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall specify to the members of such Call Group in writing, provided that if any such JWC Holder or Halifax Holder fails to purchase all or a portion of the number of Call Securities which such JWC Holder or Halifax Holder may purchase pursuant to this Section 2.5(d), then the other JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, or as otherwise agreed, by such JWC Holders and the Halifax Holders). (e) If and to the extent none of the Company, any Designated Employees, any JWC Holders or any Halifax Holder elects to exercise the Call Option and deliver delivering a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 days after the expiration of the Company Call Period, then the Call Option provided for in this Section 2.5 4 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreementterminate. (f) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and sale pursuant to this Call Option, (i) were purchased as the result of the exercise of a stock option and (ii) have not been owned by the Call Group for at least 180 days ("UNMATURED SHARES"), the closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Call Group of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Oxford Resource Partners LP), Limited Liability Company Agreement (Oxford Resource Partners LP)

Call by the Company. (i) If the employment of a Management Holder with by the Company and or any of its Subsidiaries shall terminate (a "CALL EVENT") for any reasonreason prior to the Public Float Date, then, subject to Section 2.5(a)(ii2.2(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 90 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 transferees (a "CALL GROUP") shall be required to sell sell, all or any and all portion of the Subject Securities which are held by the members of the Call Group on the date of such Call Event that are (A) were originally issued by the Company to such Management Holder, and (B) were owned by such Call Group Management Holder or his direct or indirect transferees 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)(ii2.2(a)(ii) hereof, a price per share equal to the greater of (Ix) the Call Price of such Call Securities as of the date of the Call Event and (IIy) the Cost Price of such Call Securities. (ii) Notwithstanding anything set forth in this Section 2.5 2.2 to the contrary, in the event a Management Holder resigns, other than upon death or disability, resigns without Good Reason from his employment with the Company and or any of its Subsidiaries, or his employment is terminated for Cause by the Company and its Subsidiariesor a Subsidiary, 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 2.2 shall take place at the principal office of the Company on such date within 15 30 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 Companydeliver, against payment by the Company of the purchase price for the Call Securities in cash (by delivery of a certified check or checks payable accordance with Section 2.2(f) hereof, to the respective members of the Call Group, as the case may be), Company certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Call Securities, free and clear of all Liens (other than pursuant to securities lawsclaims, this Agreement or a Stock Option Agreement)liens and encumbrances. All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.5 2.2 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.52.2, one or more prospective or existing employees of the Company or any Subsidiary may be designated by the Chief Executive Officer of the Company, subject to the approval of the Board of Directors of the Company (individually, a "DESIGNATED EMPLOYEE" and, collectively, "DESIGNATED EMPLOYEES") ), who shall have the right, but not the obligation, to exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.5(b2.2(b) which apply to the repurchase of Call Securities by the Company. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement whereupon such Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.5(c2.2(c) and under Section 2.5(d2.2(d) below shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a2.2(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completedhereof. (d) If and to the extent that, subsequent to a Call Event, (i) neither the Company nor any Designated Employee elects to exercise the Call Option and deliver by delivery of a Call Notice prior to the expiration of the Company Call Period with respect to such Management HolderHolder in accordance with this Section 2.2 and (ii) if applicable, the Management Holder has not delivered a Put Notice to the Company prior to the expiration of the Put Period with respect to such Management Holder in accordance with Section 2.3(a), then the JWC Holders and the Halifax Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d2.2(d), may exercise the Call Option in lieu of the Company and such Designated Employee Employees by delivery of a Call Notice to such terminated Management Holder within no later than 30 days after the expiration of the Company Call PeriodPeriod with respect to such Management Holder. The closing of any purchase of Call Securities by such JWC Holders and the Halifax Holders shall take place at the principal offices of the Company on such date within 15 60 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d2.2(d) shall specify to the members of such Call Group in writing, provided that if any -------- such JWC Holder or Halifax Holder fails to purchase all or a portion of the number of Call Securities which such JWC Holder or Halifax Holder may purchase pursuant to this Section 2.5(d2.2(d), then the other JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d2.2(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, or as otherwise agreed, by such JWC Holders and the Halifax Holders). (e) If and to the extent none of the Company, any Designated Employees, Employees or any JWC Holders or any Halifax Holder elects to exercise the Call Option and deliver a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 120 days after the expiration date of the Company Call PeriodEvent, then the Call Option provided for in this Section 2.5 2.2 shall terminate with respect to such Subject Securities not so purchased under this Sectionterminate, but the parties hereto such Management Holder and his direct and indirect transferees shall continue to be bound by hold such Call Securities pursuant to all of the remaining other provisions of this Agreement, including Sections 2.1 and 2.5 hereof. (f) Notwithstanding At each closing for the foregoing with respect purchase of Call Securities to any shares be purchased pursuant to Section 2.2(a) above, the Company shall repurchase such Call Securities for cash (by delivery of Common Stock whicha certified check or checks payable to the Management Holder or his direct or indirect transferees, as the case may be). If an agreement or indenture governing indebtedness for borrowed money of the date Company or any Subsidiary contains a restriction on the amount of Call Securities that can be repurchased from any terminated Management Holder or his direct or indirect transferees in any given fiscal year of the purchase and sale Company, the maximum amount which the Company shall be permitted to pay in such fiscal year for the repurchase of Call Securities pursuant to this Call OptionSection 2.2 hereof from a terminated Management Holder or his transferees shall be, in the aggregate, (ix) were purchased as the result maximum amount permitted by such agreement or indenture for the fiscal year of the exercise of a stock option and Company in which such Management Holder terminates his employment with the Company, less (iiy) have not been owned the aggregate amount previously paid by the Company to repurchase Call Group for at least 180 days ("UNMATURED SHARES"), Securities from any other Management Holder whose employment with the closing with respect to Company terminated in such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Call Group of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closingfiscal year.

Appears in 1 contract

Samples: Merger Agreement (Universal Hospital Services Inc)

Call by the Company. (ia) If the employment of a Management Holder with an Executive by the Company and or any of its Subsidiaries shall terminate Affiliates terminates for any reason prior to a Company Public Offering (a "CALL EVENT") for any reason, then, subject to Section 2.5(a)(ii“Call Event”), then the Company shall have the right and option to purchase (the "CALL OPTION"“Call Option”), by delivery of a written notice (the "CALL NOTICE"“Call Notice”) to such terminated Management Holder (with Executive at any time prior to a copy thereof to the JWC Representative) no later than 30 days after the date of the Call Event Company Public Offering (the "COMPANY CALL PERIOD"“Company Call Period”), and such Management Holder Executive and such Management Holder's direct and indirect Executive’s Permitted Transferees (a "CALL GROUP"the “Call Group”) shall be required to sell any and all sell, at the option of the Subject Securities Company, all or any portion of the Class B Units, in each case, that are were originally issued by the Company to such Executive and that were owned by such Call Group Executive and/or his Permitted Transferees on the date of the such Call Event and not otherwise forfeited in accordance with the terms of the LLC Agreement (such Subject Securities to be purchased hereunder being referred to collectively as collectively, the "CALL SECURITIES") at“Call Securities”), except as otherwise provided in Section 2.5(a)(ii) hereof, at a price per share Class B Unit equal to the greater of (I) the Call Price of such Call Securities Class B Units as of the first Business Day immediately preceding the date of on which 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 SecuritiesNotice was given. (b) The closing of any purchase of Call Securities by the Company from a the Call Group pursuant to this Section 2.5 4 shall take place at the principal office of the Company on such date within 15 thirty (30) days after the expiration of date on which the Company Call Period Notice with respect to such Call Group as the Company shall specify to the members of such Call Group in writingis given. 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 members of Securities, certificates evidencing the Call GroupSecurities, if any and as the case may be)applicable, certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Call Securitiesunit powers, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement)Claims and Encumbrances. All of the foregoing deliveries will shall be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.5 to the contrary, prior to the exercise by If the Company of its Call Option to purchase Call Securities pursuant to this Section 2.5, one or more prospective or existing employees of the Company or any Subsidiary may be designated by the Board of Directors (individually, a "DESIGNATED EMPLOYEE" and, collectively, "DESIGNATED EMPLOYEES") who shall have the right, but does not the obligation, elect to exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.5(b) which apply to the repurchase of Call Securities by the Company. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement whereupon such Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.5(c) and under Section 2.5(d) below shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) If and to the extent neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice prior to the expiration of the Company Call Period with respect to such Management Holder, then the JWC Holders and the Halifax Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under provisions of this Section 2.5(d), may exercise the Call Option in lieu of the Company and such Designated Employee 4 by delivery of a Call Notice to such terminated Management Holder within the Company Call Period. The closing of any purchase of Call Securities by such JWC Holders and the Halifax Holders shall take place at the principal offices of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall specify to the members of such Call Group in writing, provided that if any such JWC Holder or Halifax Holder fails to purchase all or a portion of the number of Call Securities which such JWC Holder or Halifax Holder may purchase pursuant to this Section 2.5(d), then the other JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, or as otherwise agreed, by such JWC Holders and the Halifax Holders). (e) If and to the extent none of the Company, any Designated Employees, any JWC Holders or any Halifax Holder elects to exercise the Call Option and deliver delivering a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 days after the expiration of the Company Call Period, then the Call Option provided for in this Section 2.5 4 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreementterminate. (f) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and sale pursuant to this Call Option, (i) were purchased as the result of the exercise of a stock option and (ii) have not been owned by the Call Group for at least 180 days ("UNMATURED SHARES"), the closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Call Group of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Oxford Resource Partners LP)

Call by the Company. (i) If the employment of a Management Holder (other than Xxxx X. Xxxxxxxxx) with the Company and any of its Subsidiaries shall terminate (a "CALL EVENT"”Call Event”) for any reason, then, subject to Section 2.5(a)(ii), the Company shall have the right to purchase (the "CALL OPTION"“Call Option”), by delivery of a written notice (the "CALL NOTICE"“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"“Company Call Period”), and such Management Holder and such Management Holder's ’s direct and indirect Permitted Transferees (a "CALL GROUP"“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"“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 (other than Xxxx X. Xxxxxxxxx) 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 (other than Xxxx X. Xxxxxxxxx) 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 members of the Call Group, as the case may be), certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (c) Notwithstanding anything set forth in this Section 2.5 to the contrary, prior to the exercise by the Company of its Call Option to purchase Call Securities pursuant to this Section 2.5, one or more prospective or existing employees of the Company or any Subsidiary may be designated by the Board of Directors (individually, a "DESIGNATED EMPLOYEE" “Designated Employee” and, collectively, "DESIGNATED EMPLOYEES"“Designated Employees”) who shall have the right, but not the obligation, to exercise the Call Option and to acquire, in lieu of the Company, some or all (as determined by the Company) of the Call Securities that the Company is entitled to purchase from the Call Group hereunder, for cash and otherwise on the same terms and conditions as set forth in Section 2.5(b) which apply to the repurchase of Call Securities by the Company. Concurrently with any such purchase of Call Securities by any such Designated Employee, such Designated Employee shall execute a counterpart of this Agreement whereupon such Designated Employee shall be deemed a "Management Holder" and shall have the same rights and be bound by the same obligations as the other Management Holders hereunder. Payment under this Section 2.5(c) and under Section 2.5(d) below shall be made by a certified check or checks payable to the respective members of the Call Group, in an amount equal to the purchase price for such Call Securities under Section 2.5(a) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to such Call Securities, free and clear of all Liens (other than pursuant to securities laws, this Agreement or a Stock Option Agreement). All of the foregoing deliveries will be deemed to be made simultaneously and none shall be deemed completed until all have been completed. (d) If and to the extent neither the Company nor any Designated Employee elects to exercise the Call Option and deliver a Call Notice prior to the expiration of the Company Call Period with respect to such Management Holder, then the JWC Holders and the Halifax Holders, pro rata in accordance with the respective Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d), may exercise the Call Option in lieu of the Company and such Designated Employee by delivery of a Call Notice to such terminated Management Holder within the Company Call Period. The closing of any purchase of Call Securities by such JWC Holders and the Halifax Holders shall take place at the principal offices of the Company on such date within 15 days after the expiration of the Company Call Period with respect to such Management Holder as the holders of a majority of the Common Stock Equivalents at the time held by the JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall specify to the members of such Call Group in writing, provided that if any such JWC Holder or Halifax Holder fails to purchase all or a portion of the number of Call Securities which such JWC Holder or Halifax Holder may purchase pursuant to this Section 2.5(d), then the other JWC Holders and the Halifax Holders so exercising their rights under this Section 2.5(d) shall be entitled to purchase such Call Securities (pro rata based upon their respective Common Stock Equivalents at the time held, or as otherwise agreed, by such JWC Holders and the Halifax Holders). (e) If and to the extent none of the Company, any Designated Employees, any JWC Holders or any Halifax Holder elects to exercise the Call Option and deliver a Call Notice within the Company Call Period or if the closing of the purchase of all Call Securities does not occur within 15 days after the expiration of the Company Call Period, then the Call Option provided for in this Section 2.5 shall terminate with respect to such Subject Securities not so purchased under this Section, but the parties hereto shall continue to be bound by the remaining provisions of this Agreement. (f) Notwithstanding the foregoing with respect to any shares of Common Stock which, as of the date of the purchase and sale pursuant to this Call Option, (i) were purchased as the result of the exercise of a stock option and (ii) have not been owned by the Call Group for at least 180 days ("UNMATURED SHARES"“Unmatured Shares”), the closing with respect to such Unmatured Shares shall be delayed until a date no later than the 10th day after the 180th day following the acquisition by the Call Group of such Unmatured Shares and the purchase price for such Unmatured Shares will be determined at the time of such delayed closing.

Appears in 1 contract

Samples: Stockholders Agreement (Insight Health Services Holdings Corp)