Call Option Sample Clauses

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. ...

Call Option. (a) If a Management Member's Services to the Company or any Subsidiary terminate for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such event a "Termination Event"), the Company shall have the right but not the obligation to purchase, from time to time after such termination of Services (x) in the case of any Unvested Unit, for a period of 120 days (subject to extension as provided below) immediately following the date of the Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a period of 60 days (subject to extension as provided below) immediately following the later of (A) the date of the Termination Event and (B) the date that is six (6) months and one day after the date on which such Management Members' Unit became a Vested Unit or after the date on which such Management Member acquired such Class A Unit (the later of (A) and (B), the "First Purchase Date"), and such Management Member shall be required to sell to the Company, any or all of such Units then held by such Management Member (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company, at its sole discretion, may elect to repurchase all or any portion of the Units of such class, including purchasing only such lower priced Units), at a price per Unit equal to the applicable purchase price determined pursuant to Section 2.02(c): (i) if such Management Member's Service with the Company and its Subsidiaries is terminated due to the Disability or death of the Management Member; (ii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries without Cause or by the Management Member for any reason; (iii) if such Management Member's Service with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries for Cause. Any Unvested Units purchased by the Company shall be canceled. (b) If on the 61st day following (x) in the case of Class A Units, the date of the Termination Event and (y) in the case of Vested Units, the First Purchase Date, the Company has not purchased all of a terminated Management Member's Units, and the Company has not opted to extend its 60 day election period pursuant to Section 2.02(d), the Company shall on or before the 61st day provide written notice to the Investor Groups of (i) its decision not to purchase some or all of such Units and (ii) the number of such Man...

Call Option. The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") at any time prior to the Expiration Date. (b) The Warrant Holders shall exercise their Warrant rights and purchase the appropriate number of shares of Common Stock and pay for same all within 10 business days of the date of the Call Notice. Any Warrants which are Called and not exercised during such 10 business day period shall thereafter not be exercisable.

Call Option. Subject to the terms and conditions of this Agreement, at any time and from time to time during the period that commences on the date of this Agreement and terminates at the close of business on November 8, 2021 (the “Call Exercise Period”), the Company shall have the right (the “Call Right”), but not the obligation, to cause the Purchaser to purchase a Note in the amount referenced in the Call Exercise Notice. A Closing pursuant to a Call Exercise Notice shall take place not later than five calendar days following the earlier of (i) date of delivery to the Purchaser of such Call Exercise Notice or (ii) the date on which all of the conditions precedent (as set forth hereinbelow) have been met. As of the date of delivery of the Call Exercise Notice and the relevant Closing thereunder: (a) the Company shall have reported “operating income” (in the manner historically calculated except as provided below) on its Quarterly Report on Form 10-Q for the fiscal quarter immediately preceding the fiscal quarter in which the Call Exercise Notice was delivered; provided, however, that, if such “immediately preceding” fiscal quarter is the Company’s fourth fiscal quarter of its fiscal year, then such “operating income” shall be determined by subtracting from the Company’s operating income for such fiscal year (as reported on the Company’s Annual Report on Form 10-K and calculated as provided below) the Company’s operating income for the first three fiscal quarters of its fiscal year (as reported on the Company’s most recent Quarterly Report on Form 10-Q and calculated as provided below); and provided, further, that in calculating “operating income” for purposes of this Agreement, there shall be excluded (i) charges, expenses or deductions for amortization and depreciation, and (ii) charges, expenses or deductions relating to the issuance, existence, conversion or exercise of Commitment Shares, Notes or Warrants pursuant to this Agreement; (b) the Company and each of its Subsidiaries shall not be in default of any of its obligations to any third party, other than defaults existing at the date of this Agreement or that would not reasonably be expected to have a Material Adverse Effect; (c) the Company shall not be in default under its reporting obligations under the Exchange Act; (d) the Company shall not be subject to a Bankruptcy Event; (e) the Company shall have commenced the process of preparation of (and thereafter be actively prosecuting) its Proxy Statement on Sche...

Call Option. The New PC shall have the option (the "Call Option") to require the MSO, upon termination of the Management Services Agreement by the New PC under Section 10.1 thereof, to: (a) Sell to the New PC all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Offices, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the Balance Sheet to reflect operations of the MSO in respect of the Orthodontic Offices, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and (b) Assign to, or grant a waiver in favor of, the New PC, the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Xx. Xxxxxx contemplated thereunder, and any goodwill and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and (c) Assign to the New PC (which it shall assume) all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Offices. If the New PC desires to exercise its Call Option, the New PC shall give written notice of such election to the MSO at least twenty (20) calendar days prior to the date specified in such notice as the date for the closing of the Call Option. Any exercise of the Call Option by the New PC shall be made by an aggregate payment to the MSO of an amount equal to the sum of (x) the amount of cash paid to Xx. Xxxxxx under Section 2.1(b)(i) of the Affiliation Agreement, plus (y) the original principal amount of the Purchase Note issued to Xx. Xxxxxx under Section 2.1(b)(ii) of the Affiliation Agreement, plus (z) the value of that number of shares of Omega Common Stock issued to Xx. Xxxxxx under Section 2.1(b)(ii) of the Affiliation Agreement, such value to be determined by multiplying such number of shares by the average of the last sales (or closing) price for Omega's Common Stock on Nasdaq (or a national securities exchange) for each of the sixty (60) trading days immediately preceding the date the Ca...

Call Option. If a Call Option is specified in the Final Terms as being applicable, then the Issuer may, having given the appropriate notice to the Holders in accordance with Condition 14, which Notice shall be irrevocable, and shall specify the date fixed for redemption, redeem all, or if so specified in the applicable Final Terms, some only of the Covered Bonds of this Series outstanding on any Optional Redemption Date at the Optional Redemption Amount(s) specified in, or determined in the manner specified in the applicable Final Terms together with accrued interest (if any) thereon on the date specified in such notice. The Issuer may not exercise such option in respect of any Covered Bond which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Covered Bond under Condition 6.06.

Call Option. At any time during the one year period following the indefeasible payment in full in cash or cash equivalents of the Credit Obligations, and prior to June 30, 2004, the Company shall have the right exercised by the delivery of written notice to the Holder (a "Call Notice") to cancel this Warrant and the purchase rights hereunder in exchange for a cash payment (the "Call Payment") equal to $0.5288 per share, payable to the Holder within five (5) days after delivery by the Company of the Call Notice, provided however, that any payment made pursuant to this Section 11 may only be made out of a New Financing Source. Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to exercise this Warrant in whole or in part at any time after the receipt of the Call Notice until the receipt by the Holder of the Call Payment. In the event that the Holder chooses to exercise all or a portion of the Warrant after receipt of the Call Notice, the Company shall have the option to rescind such Call Notice or to exercise its call option with respect to that portion of the Warrant which remains unexercised through the delivery of a pro rata portion of the Call Payment. The Company shall have the right to exercise the call option set forth herein one time only.

Call Option. (a) Should there be any violation by any Holder or Permitted Transferee of any Transfer restriction contained in Sections 5.01 or 5.02, each Holder of Certificates of the other Class shall have an irrevocable option to purchase all or any portion of the Offered Certificates (as defined hereinafter) from the non-complying Holder(s) (in the case of violation by a Holder) or from the Holder of the same Class as the non-complying Permitted Transferee (in the case of violations by a Permitted Transferee) (‘the Selling Holder(s)’), provided, however, that such option may not be exercised (i) on all or any portion of such Offered Certificates unless such non-complying Holder or Permitted Transferee, as the case may be, has failed to cure such violation within ninety (90) days, calculated from the time the notice of failure to comply is sent by the AK Board (at the request of one or more of its members) to such non-complying Holder or Permitted Transferee, as the case may be, or (ii) by any Holder if such Holder is itself in violation of such Transfer restrictions at such time. (b) The option referred to under Section 5.09.(a) relates, as the case may be, to a number of Certificates (all such Certificates being the “Offered Certificates”) held by the Selling Holder(s), equal to the number of Certificates held by the Holder (in the case of violation by a Holder) or the pro rata number of Certificates indirectly held by such non-complying Permitted Transferee (in the case of violation by a Permitted Transferee) at the time of the violation of Sections 5.01 or 5.02, irrespective of the circumstances surrounding such non-compliance. As an illustration of such rules, the following example may be given: should the Selling Holder hold 100 Certificates and be the non-compliant Holder, the option referred to under Section 5.09(a) shall relate to such 100 Certificates. Should the non-complying Permitted Transferee indirectly hold a 33% equity or ownership interest in a Holder, in its capacity as direct or indirect owner of Certificates which are directly or indirectly owned by BRC or EPS, the option vis-à-vis the Selling Holder shall only relate to 33% of these 100 Certificates. (c) The option price for each Offered Certificate shall be an amount equal to 80% of the average closing price for a Share on the principal stock exchange on which the Shares are then listed during the thirty (30) business days immediately preceding the last day of the ninety day period referred to ...

Call Option. (a) With respect to each Reset Date, the Depositor, as the initial holder of the Excess Distribution Certificate, is hereby granted the Call Option for the purchase of not less than 100% of the Reset Rate Notes, exercisable at a price equal to 100% of the Outstanding Amount of the Reset Rate Notes, less all amounts distributed to the Reset Rate Noteholders as a payment of principal with respect to the Distribution Date, plus any accrued and unpaid interest not paid by the Trust with respect to the applicable Reset Date.

Call Option. 3.1 The Shareholder hereby grants to CWC Inc. a call option (the “Call Option”), exercisable at any time during the Option Exercise Period, to require the Shareholder to sell all of the shares held by the Shareholder in Carve-Out Holdco (the “Call Option Shares”) to CWC Inc. (or such other person as CWC Inc. may elect) for a price of £1.00. 3.2 The Call Option may be exercised by CWC Inc. giving written notice to the Shareholder (in the form set out in Schedule 1 to this Deed) of CWC Inc.’s intention to exercise the Call Option, and its receipt by the Shareholder during the Option Exercise Period (the “Call Option Notice”). A Call Option Notice may not be withdrawn once given. 3.3 If the Call Option is exercised by CWC Inc. then the Shareholder shall sell with full title guarantee and CWC Inc. (or such other person as CWC Inc. may elect by notice to the Shareholder) shall purchase the Call Option Shares free from any Encumbrance and with all rights attached or accruing to them on such date as CWC Inc. shall notify to the Shareholder, which shall be a date falling within 5 Business Days of the Call Option Notice, and the date on which such sale and purchase is completed shall be the “Call Option Closing Date”.