Call Closing. Subject to Section 8.5(b), the closing of the purchase of the Call Securities pursuant to a Call Option shall take place at the offices of the Company on a date as the Company shall specify in the applicable Call Notice not more than (a) 90 calendar days after the later to occur of (i) the date the Call Notice is received by the Unilever Stockholder, (ii) the date on which the Fair Market Value shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of governmental authorities necessary for the purchase of the Call Securities shall have been obtained, or (iv) the date on which the Contingent Payment Amount shall have been determined pursuant to Section 2 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Call Closing Date”). On the Call Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b). At the closing, the Unilever Stockholder shall deliver to the Company (x) with respect to Call Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Call Shares then to be purchased by the Company, and (y) with respect to Call Notes, the original of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note to be repurchased by the Company, in exchange for payment of the Put Price for the Call Securities subject to the Call Option to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds.
Call Closing. (a) Each closing (a “Call Closing”) of the exercise of the Call Right and the purchase and sale of the Call Shares included in a Call Notice shall occur as promptly as practicable following, but in no event less than five Business Days following, the receipt of any required consent, approval, authorization or other order of, action by, or any required filing with or notification to, any Governmental Authority or any required third party consent referred to in Section 4.1(b) below, including, without limitation, (i) the expiration or termination of any waiting period (and any extension thereof) under the HSR Act applicable to the purchase of the Call Shares and (ii) approval by the FCC of the FCC Application, which approval shall have become a Final Order, provided that requirement for a Final Order may be waived by Palm Beach I in its sole discretion. If the Call Closing shall not have occurred on or before the 18-month anniversary of the date of the Exercise Notice, then such Exercise Notice shall be of no further force and effect and neither ION nor Palm Beach I shall be obligated to consummate the Call Closing with respect to such Exercise Notice; provided that following such date, this Agreement and the Call Right shall continue in full force and effect and Palm Beach I shall retain all rights hereunder subject to the terms and conditions contained herein. The Call Closing shall occur at the place designated in the Call Notice.
Call Closing. The Company's call rights under Section 2 hereof shall be exercisable by the Company at any time within 90 days following the Termination of Employment or, in the case of a Sale of the Company, 30 days prior to or 90 days following such Sale of the Company, by notice (the "Call Notice") to the Stockholder specifying the number of Shares or other securities being repurchased, the aggregate purchase price payable therefor and the date, time and place of a closing for the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Call Notice to the Stockholder. The Company's call rights under Section 2.1 above shall lapse if not exercised within the time periods specified above in accordance with the provisions hereof except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the Shares, Option Shares or other Common Stock or Common Stock Equivalents, being repurchased hereunder in accordance with Section 6 hereof, all of the Shares, Option Shares or other Common Stock or Common Stock Equivalents, being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such Shares, Option Shares or other Common Stock or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 2.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such Shares, Option Shares or other Common Stock or Common Stock Equivalents, on its books and records.
Call Closing. The Call Closing shall have occurred.
Call Closing. At the Call Closing, the Company shall pay to the Holder in cash an amount equal to Option Price multiplied by the number of Warrant Rights being acquired, which payment shall be made by check, and in the event that a Call Option is being exercised with respect to all of the Warrant Rights, the Holder, after receiving such payment, shall surrender the Warrant to the Company.
Call Closing. Each closing (a "Call Closing") of the purchase and sale of Shares pursuant to a Call will take place on a date selected by BCSG which will be no earlier than the 16th and no later than the 30th day following the date of the final determination of the Call Price pursuant to Section 8(b) hereof. Payment of the Call Price for all Shares tendered will be paid by BCSG at the Call Closing by cashier's or certified check or by wire transfer of immediately available funds to an account designated by the Holder.
Call Closing. The closing on any called share shall occur on the date indicated in the call notice, unless an earlier time is agreed to by the parties. At the closing, Xxxxxxx Xxxx shall pay to Xxxxx Xxxx cash equal to the purchase price for the Shares to be purchased. Xxxxx Xxxx shall represent and warrant that she has good and marketable title to the Shares and that such Shares are free from all liens, encumbrances or interests of third parties at the time of closing.
Call Closing. The Company's call rights under Section 2 hereof shall be exercisable by the Company at any time within ninety (90) days following the Termination of Employment by notice (the "CALL NOTICE") to the Stockholder specifying the number of Shares or other securities being repurchased, the aggregate purchase price payable therefor and the date, time and place of a closing for the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Call Notice to the Stockholder. The Company's call rights under Section 2.1 above shall lapse if not exercised within the time periods specified above in accordance with the provisions hereof except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities being repurchased hereunder in accordance with Section 5 hereof, all of the securities being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such securities shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 2.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such securities on its books and records.
Call Closing. (a) Subject to Sections 6.2(a) and 6.3(b), the closing, if any, of the purchase of the Warrant pursuant to the Call Option (the “Call Closing”) shall take place on such date and at such time and place to be mutually agreed upon by the Calling Party and the Holder (such date, the “Call Closing Date”).
Call Closing. 58 10.5 Acceleration of Put ......................................... 58 SECTION 11.
