Common use of Call Notice Clause in Contracts

Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the date of any Call Event (or, if later, with respect to a Section 5(a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a) Call Event) in which to give notice in writing to the Management Stockholder of its election to exercise its rights and obligations pursuant to this Section 5 (“Repurchase Notice”); provided, however, that upon the occurrence of a Section 5(d) Call Event, the Company shall advise the Management Stockholder Entities as to whether it intends to deliver a Redemption Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty (30) days following the date of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management Stockholder Entities are able to comply with the six month stock ownership holding period identified in Section 5(g) below, but which shall in no event extend beyond thirty (30) days after the date that such six month holding period expires. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 5) shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized representative.

Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the date of any Call Event (or, if later, with respect to a Section 5(a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a) Call Event) in which to give notice in writing to the Management Executive Stockholder of its election to exercise its rights and obligations pursuant to this Section 5 (“Repurchase Notice”); provided, however, that upon the occurrence of a Section 5(d) any Call Event, the Company shall advise the Management Executive Stockholder Entities as to whether it intends to deliver a Redemption Repurchase Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty (30) days following the date of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management Executive Stockholder Entities are able to comply with the six month one hundred and eighty (180) day stock ownership holding period identified in Section 5(g5(f) below, but which shall in no event extend beyond thirty (30) days after the date that such six month one hundred and eighty (180) day holding period expires. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 5) shall be paid by delivery to the applicable Management Executive Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Executive Stockholder Entities (or by wire transfer of immediately available funds, if the Management Executive Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Executive Stockholder Entities or any duly authorized representative, if such Stock or Options are held in certificated form. For the avoidance of doubt, in the event that the Company does not exercise its rights pursuant to this Section 5(e) as to any Stock, the Executive Stockholder Entities’ ownership of and rights in such Stock shall not be affected.

Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the date of any Call Event (or, if later, with respect to a Section 5(a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a) Call Event) in which to give notice in writing to the Management RPM Stockholder of its election to exercise its rights and obligations pursuant to this Section 5 (“Repurchase Notice”); provided, however, that upon the occurrence of a Section 5(d) any Call Event, the Company shall advise the Management RPM Stockholder Entities as to whether it intends to deliver a Redemption Repurchase Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty (30) days following the date of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management RPM Stockholder Entities are able to comply with the six month one hundred and eighty (180) day stock ownership holding period identified in Section 5(g5(f) below, but which shall in no event extend beyond thirty (30) days after the date that such six month one hundred and eighty (180) day holding period expires. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 5) shall be paid by delivery to the applicable Management RPM Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management RPM Stockholder Entities (or by wire transfer of immediately available funds, if the Management RPM Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management RPM Stockholder Entities or any duly authorized representative, if such Stock or Options are held in certificated form. For the avoidance of doubt, in the event that the Company does not exercise its rights pursuant to this Section 5(e) as to any Stock, either Purchased Stock or Option Stock, the RPM Stockholder Entities’ ownership of and rights in such Stock shall not be affected.

Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the date of any Call Event (or, if later, with respect to a Section 5(a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a) Call Event) in which to give notice in writing to the Management Stockholder of its election to exercise its rights and obligations pursuant to this Section 5 (“Repurchase Notice”); provided, however, that upon the occurrence of a Section 5(d) any Call Event, the Company shall advise the Management Stockholder Entities as to whether it intends to deliver a Redemption Repurchase Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty (30) days following the date of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management Stockholder Entities are able to comply with the six month one hundred and eighty (180) day stock ownership holding period identified in Section 5(g5(f) below, but which shall in no event extend beyond thirty (30) days after the date that such six month one hundred and eighty (180) day holding period expires. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 5) shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized representative, if such Stock or Options are held in certificated form. For the avoidance of doubt, in the event that the Company does not exercise its rights pursuant to this Section 5(e) as to any Stock, either Purchased Stock or Option Stock, the Management Stockholder Entities’ ownership of and rights in such Stock shall not be affected.

Call Notice. The Company shall have a period of (the “Call Period”i) of one hundred eighty sixty (18060) days from the date of any Call Event (or, if later, with respect to a Section 5(a6(a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a6(a) Call Event) and (ii) thirty (30) days from the date the Independent Director Stockholder rescinds a Redemption Notice pursuant to the last sentence of Section 5(d), in which to give notice in writing to the Management Stockholder applicable Independent Director Entities of its election to exercise its rights and obligations pursuant to this Section 5 6 (“Repurchase Call Notice”); provided, howeverthat in the case of an event described in Section 6(b)(i) or Section 6(b)(ii), that upon such Call Notice shall be delivered to the occurrence Independent Director Stockholder not less than 10 business days prior to the expiration of a the Independent Director Stockholder’s exercisable Options, to the extent applicable; provided further, that, to the extent applicable, in the case of an event described in Section 5(d) Call Event6(b)(iii), the Company shall advise the Management Stockholder Entities as have a period of up to whether it intends to deliver a Redemption Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty sixty (3060) days from the last day of the fiscal year in which the termination of the Independent Director Stockholder’s service as a member of the Board occurred, but solely with respect to Options, if any, that become exercisable following the date termination of such Call Event. Notwithstanding the foregoing, Independent Director Stockholder’s service as a member of the Company reserves the right to extend the Call Period to ensure that the Management Stockholder Entities are able to comply with the six month stock ownership holding period identified in Section 5(g) below, but which shall in no event extend beyond thirty (30) days after the date that such six month holding period expiresBoard. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than on the fifteenth tenth business day after the giving of the Repurchase Call Notice. The applicable Repurchase Price (including including, to the extent applicable, any payment with respect to the outstanding Options as described in this Section 56) shall be paid by delivery to the applicable Management Independent Director Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Independent Director Stockholder Entities (or by wire transfer of immediately available funds, if the Management Independent Director Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and and, to the extent applicable, appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Independent Director Stockholder Entities or any duly authorized representative.

Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the date of any Call Event (or, if later, with respect to a Section 5(a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a) Call Event) in which to give notice in writing to the Management Executive Stockholder of its election to exercise its rights and obligations pursuant to this Section 5 (“Repurchase Notice”); provided, however, that upon the occurrence of a Section 5(d) any Call Event, the Company shall advise the Management Executive Stockholder Entities as to whether it intends to deliver a Redemption Repurchase Notice, whether the purchase price will be less than the Fair Market ValueValue (if applicable), and in respect of which Options or Stock, within thirty (30) days following the date of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management Executive Stockholder Entities are able to comply with the six month one hundred and eighty (180) day stock ownership holding period identified in Section 5(g5(e) below, but which shall in no event extend beyond thirty (30) days after the date that such six month one hundred and eighty (180) day holding period expires. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 5) shall be paid by delivery to the applicable Management Executive Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Executive Stockholder Entities (or by wire transfer of immediately available funds, if the Management Executive Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Executive Stockholder Entities or any duly authorized representative, if such Stock or Options are held in certificated form. For the avoidance of doubt, in the event that the Company does not exercise its rights pursuant to this Section 5(d) as to any Stock, the Executive Stockholder Entities’ ownership of and rights in such Stock shall not be affected.

Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty eighty-one (180181) days from the later of (i) the date of any Call Event (or, if later, with respect to a Section 5(a) Call EventEvent specified in Section 5(a)(ii), the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a) such Call Event) or (ii) the date on which the Stock or Option was acquired by the Management Stockholder in which to give notice in writing to the Management Stockholder of its election to exercise its rights and obligations pursuant to this Section 5 (“Repurchase Notice”); provided, however, that upon the occurrence of a Section 5(d) Call Event, the Company shall advise the Management Stockholder Entities as to whether it intends to deliver a Redemption Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty (30) days following the date of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management Stockholder Entities are able to comply with the six month stock ownership holding period identified in Section 5(g) below, but which shall in no event extend beyond thirty (30) days after the date that such six month holding period expires. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day twenty (20) Business Days (or such longer period as may be required to comply with applicable law) after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 5) shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized representative.. 11 (e) Use of Note to Satisfy Call Payment;

Call Notice. The Company shall have a period (the “Call Period”) of one hundred eighty (180) days from the date of any Call Event (or, if later, with respect to a Section 5(aSection (a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a) Call Event) in which to give notice in writing to the Management Employee Stockholder of its election to exercise its rights and obligations pursuant to this Section 5 (“Repurchase Notice”); provided, however, that upon the occurrence of a Section 5(d) any Call Event, the Company shall advise the Management Employee Stockholder Entities as to whether it intends to deliver a Redemption Repurchase Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty (30) days following the date of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management Employee Stockholder Entities are able to comply with the six month one hundred and eighty (180) day stock ownership holding period identified in Section 5(g5(f) below, but which shall in no event extend beyond thirty (30) days after the date that such six month one hundred and eighty (180) day holding period expires. The completion of the purchases pursuant to the foregoing shall take place at the principal office of the Company no later than the fifteenth business day after the giving of the Repurchase Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 5) shall be paid by delivery to the applicable Management Employee Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Employee Stockholder Entities (or by wire transfer of immediately available funds, if the Management Employee Stockholder Entities provide to the Company wire transfer instructions) against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Employee Stockholder Entities or any duly authorized representative, if such Stock or Options are held in certificated form. For the avoidance of doubt, in the event that the Company does not exercise its rights pursuant to this Section 5(e) as to any Stock, either Purchased Stock or Option Stock, the Employee Stockholder Entities’ ownership of and rights in such Stock shall not be affected.

Call Notice. The Company shall have a period of (the “Call Period”i) of one hundred eighty (180) days year from the date of any Call Event (or, if later, with respect to a Section 5(a6(a) Call Event, the date after discovery of, and the applicable cure period for, an impermissible transfer constituting a Section 5(a6(a) Call Event) and (ii) thirty (30) days from the date the applicable Management Stockholder Entities rescinds a Redemption Notice pursuant to the last sentence of Section 5(d), in which to give notice in writing to the applicable Management Stockholder Entities of its election to exercise its rights and obligations pursuant to this Section 5 6 (“Repurchase Call Notice”); provided, however, that upon in the occurrence case of a Section 5(d6(b) Call Event, such Call Notice shall be delivered to the applicable Management Stockholder Entities not less than ten (10) business days prior to the expiration of the applicable Management Stockholder Entities’ exercisable Options; provided further, that in the case of a Section 6(c) Call Event, the Company shall advise have a period of up to one year from the last day of the fiscal year in which the Management Stockholder Entities as Stockholder’s employment terminates, but solely with respect to whether it intends to deliver a Redemption Notice, whether the purchase price will be less than the Fair Market Value, and in respect of which Options or Stock, within thirty (30) days that become exercisable following the date Management Stockholder’s termination of such Call Event. Notwithstanding the foregoing, the Company reserves the right to extend the Call Period to ensure that the Management Stockholder Entities are able to comply with the six month stock ownership holding period identified in Section 5(g) below, but which shall in no event extend beyond thirty (30) days after the date that such six month holding period expiresemployment. The completion of the purchases pursuant to the foregoing shall take place at one of the principal office primary offices of the Company no later than (as specified by the fifteenth Company) on or before the tenth business day after the giving of the Repurchase Call Notice. The applicable Repurchase Price (including any payment with respect to the Options as described in this Section 56) shall be paid by delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or or, at the discretion of the Company, by wire transfer of immediately available funds, if the applicable Management Stockholder Entities timely provide to the Company wire transfer instructions) against delivery of any certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated, appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized representative.