Call on Shares. 15.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
15.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
15.3 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
15.4 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.
15.5 An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.
15.6 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.
15.7 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.
15.8 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.
Call on Shares. Upon the Termination of Employment at any time, or a Sale of the Company, the Company and/or its designees may, at its option, repurchase from the Stockholder or its Permitted Transferees, and the Stockholder or its Permitted Transferees will at the request of the Company sell to the Company and/or its designees, all (but not less than all) of the Shares, Option Shares and other Common Stock and Common Stock Equivalents held by the Stockholder or its Permitted Transferees at a purchase price per share determined pursuant to paragraphs (a), (b) and (c) below:
(a) in the event that such Termination of Employment is by the Company for Cause, or by the Stockholder under circumstances that do not involve Good Reason including by the Stockholder under circumstances that involve Stockholder Non-Renewal at a purchase price per share equal to the lesser of (i) the Purchase Price Per Share and (ii) the Market Value Per Share as of the date of such Termination of Employment, minus, in the case of a Common Stock Equivalent, any exercise or conversion price; and
(b) in the event that such Termination of Employment is for any reason not referenced in Section 2.1(a), including, without limitation, termination by the Company or any Related Entity without Cause, death, Disability, retirement, Good Reason, or Company Non-Renewal, at a purchase price per share equal to the greater of (i) the Purchase Price Per Share and (ii) the Market Value Per Share as of the date of such Termination of Employment, minus, in the case of a Common Stock Equivalent, any exercise or conversion price; and
(c) in the event of a Sale of the Company, at a purchase price per share equal to the same amount and type of consideration per share received by each other holder of Common Stock in connection with such Sale of the Company, minus, in the case of a Common Stock Equivalent, any exercise price or conversion price.
Call on Shares. Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
Call on Shares. A member with an unpaid call on the member’s Shares may not exercise any right to vote.
Call on Shares. The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their Shares (whether on account of the nominal value of the Shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by instalments.
Call on Shares. Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares, and each Member shall (subject to receiving at least fourteen clear days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
Call on Shares. Upon the Termination of Employment at any time, or a Change of Control, the Company and/or its designees may, at its option, repurchase from the Stockholder, and the Stockholder will at the request of the Company sell to the Company and/or its designees, all or any portion of the Shares and other Common Stock and Common Stock Equivalents held by the Stockholder specified in the Call Notice (hereinafter defined) at a purchase price per share determined pursuant to paragraphs (a), (b) and (c) below:
(a) in the event that such Termination of Employment is for Cause, at a purchase price per share equal to the lesser of (i) the Purchase Price Per Share and (ii) the Market Value Per Share as of the date of such Termination of Employment (and, in the case of a Common Stock Equivalent, minus any exercise or conversion price); and
(b) in the event that such Termination of Employment is for any reason other than for Cause, including, without limitation, retirement or failure to renew an expired employment agreement, within three years of the date hereof, at a purchase price per share equal to the Purchase Price Per Share as of the date of such Termination of Employment (and, in the case of a Common Stock Equivalent, minus any exercise or conversion price) and, following the third anniversary of the date hereof, at a purchase price per share equal to the Market Value Per Share as of the date of such Termination of Employment (and, in the case of a Common Stock Equivalent, minus any exercise or conversion price); and
(c) in the event of a Change of Control, at a purchase price per share equal to the Market Value Per Share (and, in the case of a Common Stock Equivalent, minus any exercise or conversion price).
