Call Event. For the avoidance of any doubt, the termination of the Management Stockholder’s active employment with the Company (or, if applicable, its Subsidiaries or Affiliates) by the Management Stockholder without Good Reason upon or following the fifth anniversary of the Closing Date shall not constitute a Section 6(a) Call Event with respect to Stock or Options.
Call Event. At any point after which the VWAP of the Common Stock for a minimum of 20 consecutive Trading Days shall have been equal to at least eight times (8x) the Exercise Price (a “Call Event”), the Company may, at its option, provide written notice of such Call Event to all, but not less than all, holders of Warrants (as defined in the Securities Purchase Agreement) within 10 Trading Days after the occurrence of the Call Event, in which case, the date that is ten business days after the Company has provided such written notice to all such holders of a Call Event shall be the “Call Event Expiration Date.” For the avoidance of doubt, at 11:59 p.m., New York City time on the Call Event Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value as further set forth below in this Section 12. Notwithstanding the foregoing, a notice of a Call Event shall not be effective with respect to the Holder unless (i) one or more Registration Statement(s) covering all of the shares issuable upon exercise of the Warrants held by the Holder is (or are, as the case may be) effective and is (or are, as the case may be) not then suspended and no stop order is in effect with respect thereto, and the Holder is able to sell all such shares pursuant to such Registration Statement(s) through the Call Event Expiration Date, (ii) on each Trading Day during the thirty (30) Trading Day period immediately preceding the Call Event Expiration Date (the “Requisite Period”), all of the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are freely tradable, without restriction (subject to compliance with prospectus delivery requirements to the extent applicable), on an Eligible Market (other than such shares which are properly excluded from one or more Registration Statements pursuant to the terms of the Registration Rights Agreement), (iii) on each day during the Requisite Period, the shares of Common Stock issuable upon exercise of the Warrants held by the Holder are designated for listing on an Eligible Market and shall not have been suspended from trading on such exchange, (iv) the Company shall have, at all times during the Requisite Period, delivered shares of Common Stock upon exercise of the Warrants held by a Holder on a timely basis in accordance with the provisions of the Securities Purchase Agreement and this Warrant, and (v) the Holder is able to sell all shares issuable upon exercise of the Warrants he...
Call Event. (iii) Notwithstanding the foregoing, to the extent the Management Stockholder engages in a Section 6(b)(ii) Call Event after the Management Stockholder has exercised his or her outstanding Options and/or sold the underlying Option Stock, Section 22(c) shall apply.
Call Event. For purposes of this Agreement, a “Call Event” shall be deemed to occur with respect to an Employee Holder or a Select Roll-Over Investor upon the termination of such Employee Holder’s or such Select Roll-Over Investor’s employment with the Company or any of its subsidiaries for any reason; provided, however that in the event of a Call Event arising upon the termination of a Select Roll-Over Investor’s employment with the Company or any of its subsidiaries, such terminated Select Roll-Over Investor shall not have a Call Option (as defined below) with respect to the shares of Capital Stock owned by such Select Roll-Over Investor and such shares of Capital Stock shall be disregarded for purposes of determining the Pro Rata Amount. The Company shall give prompt written notice of any such Call Event to GEI, the Mezzanine Investors and the Select Roll-Over Investors.
Call Event. The Option shall be exercisable, in whole but not ---------- in part, at any time after the occurrence of any of the following events (each, a "Call Event"): ----------
Call Event. If shares representing more than 50% of the outstanding ---------- capital stock of CGH are transferred to a third party in one transaction or a series of related transactions (the "Call Event"), at any time for a period of thirty (30) calendar days following such Call Event, the Common Holders shall have the option, in their sole and absolute discretion, to give a notice (the "Call Notice") to Investor that such Common Holders desire to purchase all, but not less than all, of Investor's Shares at the Put Price.
Call Event. The Company shall give prompt written notice of any Call Event to MW and GEI. Such notice shall specify the number of shares of Common Stock and/or Junior Preferred Stock, and, if applicable, options to purchase Common Stock, held by the relevant Executive Stockholder) (and Permitted Transferees) or Employee Holder on the date of the Call Event and the dates of the acquisition thereof. The Company shall, as promptly as practicable, update such information in the event such Executive Stockholder or Employee Holder exercises any options to purchase Common Stock after the Call Event. For purposes of this Agreement, (i) a “Call Event” shall be deemed to occur (x) with respect to an Executive Stockholder (other than MW) and such Executive Stockholder’s Permitted Transferees, if any, upon the termination of such Executive Stockholder’s employment with the Company or any
Call Event. For purposes of this Agreement, a "Call Event" shall be deemed to occur (a) with respect to a Management Investor and such Management Investor's Permitted Transferees, if any, upon the termination of such Management Investor's employment with the Company or any of its subsidiaries for any reason and (b) with respect to an Employee Holder, upon the termination of such Employee Holder's employment with the Company or any of its subsidiaries for any reason. For the avoidance of doubt, if the Company elects not to renew an employment agreement with any Management Investor or Employee Holder and such failure to renew causes such Management Investor or Employee Holder to be entitled to severance or other similar benefits typically associated with termination of employment, then such failure to renew shall be deemed to be a termination of employment without Cause (as defined in Section 3.6(c)) for the purposes of this Article III. The Company shall give prompt written notice of any Call Event to GEI. Such notice shall specify the number of shares of Common Stock, and, if applicable, options to purchase Common Stock, held by the relevant Management Investor (and Permitted Transferees) or Employee Holder on the date of the Call Event and the dates of the acquisition thereof. The Company shall, as promptly as practicable, update such information in the event such Management Investor or Employee Holder exercises any options to purchase Common Stock after the Call Event.
Call Event. The Company shall give prompt written notice of any Call Event to MW and GEI. For purposes of this Agreement, (i) a “Call Event” shall be deemed to occur (x) with respect to an Executive Stockholder (other than MW) and such Executive Stockholder’s Permitted Transferees, if any, upon the termination of such Executive Stockholder’s employment with the Company or any Subsidiary for any reason and (y) with respect to an Employee Holder (as hereinafter defined), upon the termination of such Employee Holder’s employment with (or, in the case of a non-employee director, ceasing to be a director of) the Company or any of its subsidiaries for any reason; (ii) “Employee Holder” means any Stockholder (other than an Executive Stockholder) who is an employee or director of the Company or any Subsidiary who received Common Stock upon exercise of options granted
Call Event. (b) Termination without Cause by the Company (other than due to his or her death or Disability),Termination by the Management Stockholder with Good Reason and Termination for Death or Disability. If, prior to the fifth anniversary of the Closing Date, the Management Stockholder’s active employment with the Company (or, if applicable, its subsidiaries or affiliates) is terminated (i) by the Company (or, if applicable, its subsidiaries or affiliates) without Cause (other than due to his death or Disability), (ii) by the Management Stockholder with Good Reason or (iii) as a result of the death or Disability of the Management Stockholder (each, a “Section 6(b) Call Event”) then:
