Call Option Agreement. The Investor hereby acknowledges that the Call Option Agreement constitutes the lawfully effective and binding obligation and may be enforced against the Investor in accordance with the terms and conditions of the Option Agreement, and the Call Option transferred to the Company is free from any encumbrance. Such transfer is not required to obtain the approval of any third party.
Call Option Agreement. As a condition precedent to the issuance by the Company of certificates evidencing the ownership of the Restricted Shares, the Restricted Shareholder must have executed a Call Option Agreement substantially in the form of Exhibit 1 attached hereto and incorporated herein by reference prior to the date of issuance of such certificate. Notwithstanding anything to the contrary, if the Restricted Shareholder has not executed such Call Option Agreement for any reason, any grant of such Restricted Shares will be null and void and of no force or effect, ab initio. In such event, the Company will promptly return to the Restricted Shareholder any purchase price paid by the Restricted Shareholder upon such grant.
Call Option Agreement. Prior to or at the Closing, BrewCo shall grant a call option to Heritage's Shareholders ("Call Option") substantially in the form attached as Exhibit C hereto.
Call Option Agreement. The executed Call Option Agreement in the form attached hereto as Exhibit F.
Call Option Agreement. A true and correct copy of the Call Option Agreement has been made available to Purchaser, together with all amendments, waivers or other changes relating to the Call Option Agreement. As of the date hereof, the Call Option Agreement is valid and binding on MDP VI-C and VI-C Holdco, respectively, and is in full force and effect and enforceable in accordance with its terms, and as of immediately prior to the Closing and after the consummation of the Restructuring Transactions, the Call Option Agreement will be valid and binding on MDP VI-C and VI-C Holdco, respectively, and will be in full force and effect and enforceable in accordance with its terms. MDP VI-C and VI-C Holdco are not in breach of or in default under the Call Option Agreement, each has performed the obligations required to be performed by it under the Call Option Agreement and no event has occurred that, with or without the lapse of time or giving of notice or both, would constitute a default, and no notice alleging such a default has been delivered. The payment of the Call Option Exercise Price in accordance with the Call Option Agreement is the only consideration required for Purchaser to exercise the Call Option and purchase the Company Units subject thereto. After the exercise of the Call Option, the payment of the Call Option Exercise Price and acquisition of the Company Units subject thereto, Purchaser shall have no continuing obligations, debts or liabilities to any Person in relation to the Call Option Agreement. The representations and warranties in this Section 5.8 are made solely by MDP VI-C.
Call Option Agreement. During the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Sellers shall not amend, supplement, modify or terminate the Call Option Agreement (except pursuant to the assignment agreement referenced in Section 1.4(c)).
Call Option Agreement. Each of the general partners and each of the limited partners of the Company shall have executed and delivered to the Purchaser a call option agreement in the form of Exhibit C hereto.
Call Option Agreement. None of (1) the negotiation and entry into the Call Option Agreements or (2) any transaction contemplated thereunder shall constitute a breach of this Agreement. If General Mills purchases Common Stock pursuant to the Call Option Agreements pxxxx to September 22, 2005 (such Common Stock, the "Purchased Option Stock"), the Shareholder Group may at any time and from time to time prior to September 22, 2005, elect in its discretion to have the Purchased Option Stock included in or not included in its holdings of Common Stock for purposes of Section 4.2 and Article V.
2. The Stockholders Agreement is hereby amended to restate Section 3.6 as follows:
Call Option Agreement. (a) NHP may at any time on or after January 1, 2000, elect to require PRC to transfer its Membership Interests to NHP or its designee, subject to and in accordance with the terms of this Section 11.4 (the CALL OPTION). Promptly upon receipt of written notice from NHP (the NOTICE) of its option to exercise the Call Option (and in no event later than fifteen (15) days after receipt of such notice), PRC shall engage an appraiser at PRC's sole expense, to value PRC's current Membership Interests (the PRC APPRAISER). The PRC Appraiser shall be instructed in writing that in making a determination of the value of PRC's Membership Interests, the PRC Appraiser may, in the PRC Appraiser's commercially reasonable discretion, take into consideration: (i) all then- current non-NHP related third party business then being performed by the Company in the "New York Trade Area" (as such term is defined in that certain Non- Compete Agreement of even date herewith by and between the Members, (the NON- COMPETE AGREEMENT)), and in any "MSA" (as such term is defined in the Non- Compete Agreement), other than the New York Trade Area, where in any such MSA the Company has established and is currently operating an office prior to the date of the exercise of this Call Option and generated in excess of $500,000 in Distributions to NHP (or an NHP Affiliate) in the preceding fiscal year or generated in excess of $250,000 in Distributions to NHP (or an NHP Affiliate) in the preceding fiscal year and reasonably expects in the current or the coming fiscal year to generate in excess of $500,000 in Distributions to NHP (ELIGIBLE MSA), plus commercially reasonable projected growth in non-NHP third party business then being performed by the Company in the New York Trade Area and each Eligible MSA; (ii) the Company's then-current business from NHP owned or controlled properties in the New York Trade Area and each Eligible MSA, such properties' then existing capital budgets, and the bidding procedures set forth in Article XVIII, but without taking into consideration any projected growth in the number of such properties, all on a going concern basis (the APPRAISED VALUE). In the event that NHP disagrees with the PRC Appraiser's Appraised Value, then NHP may hire a second appraiser, at NHP's sole expense (the NHP APPRAISER), to determine an Appraised Value which appraiser shall be given the same instructions outlined above for the PRC appointed Appraiser. In the event that the PRC Appraiser and t...
Call Option Agreement. This Agreement shall be deemed as exercise of the call option set forth in the Call Option Agreement, subject to the terms of this Agreement, and upon consummation of the Closing, the Call Option Agreement shall terminate and shall no longer be valid. In any event of inconsistency between the terms hereof and the terms of the Call Option Agreement, the terms hereof shall prevail.
