Call Options. (a) If the Executive's employment with the Company or any of its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (as defined in Section 9.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive's termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Dairy Holdings shall have the right and option to purchase, and the Executive and the Executive's Permitted Transferees (hereinafter referred to as the "Executive Group") shall be required to sell to Dairy Holdings, any or all of such Units then held by such member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Dairy Holdings may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 7.2(c):
(i) if the Executive's active employment with the Company and its subsidiaries is terminated due to the Disability, death or Retirement of the Executive;
(ii) if the Executive's active employment with the Company and its subsidiaries is terminated by the Company and its subsidiaries without Cause or by the Executive for Good Reason;
(iii) if the Executive's active employment with the Company and its subsidiaries is terminated (A) by the Company or any of its subsidiaries for Cause or (B) by the Executive for any other reason not set forth in Section 7.2(a)(i) or Section 7.2(a)(ii); provided that Dairy Holdings' rights under this Section 7.2(a) shall not be available in the event of the termination of Executive's employment by the Company or its subsidiaries without Cause or by Executive for Good Reason, in either case following a sale by the Company or its subsidiaries of substantially all of the line of business in which Executive primarily performs his services.
(b) If Dairy Holdings desires to exercise one of its options to purchase Units pursuant to this Section 7.2, Dairy Holdings shall, not later than the expiration of the applicable period described for such purchase in Section 7...
Call Options. (a) If the Director’s service as a member of the Board terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, the Company shall have the right and option to purchase for a period of 90 days following the Termination Date, and each member of the Director Group shall be required to sell to the Company, any or all of such Units then held by such member of the Director Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, the Company may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 4.2(c):
(i) if the Director’s service as a member of the Board is terminated due to the Disability or death of the Director;
(ii) if the Director’s service as a member of the Board is terminated by the Company and its subsidiaries without Cause or by the Director for any reason when none of the circumstances set forth in clauses (i) and (iii) apply;
(iii) if the Director’s service as a member of the Board is terminated by the Company or any of its subsidiaries for Cause.
(b) If the Company desires to exercise one of its options to purchase Units pursuant to this Section 4.2, the Company shall, not later than 90 days after the Termination Date, send written notice to each member of the Director Group of its intention to purchase Units, specifying the number of Units to be purchased (the “Call Notice”). Subject to the provisions of Section 5, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 30th day after the giving of the later of the Call Notice.
(c) In the event of a purchase by the Company pursuant to Section 4.2(a), the purchase price shall be:
(i) with respect to a purchase of all Units, in the case of a termination of the Director’s service as a member of the Board described in Section 4.2(a)(iii), a price per Unit equal to the lesser of (A) Fair Market Value (measured as of the Termination Date) and (B) Cost;
(ii) with respect to a purchase of Preferred Units or Class A Units, in the case of a termination of the Director’s service as a member of the Board described in Sections 4.2(a)(i) or Section 4.2(a)(ii), a price per Unit equal to Fair Market Value (measured as of the Termination Date); and
(iii) with...
Call Options. Except as the Company may otherwise agree in writing with any Manager with respect to Company Shares held by such Manager (or any Person to whom any shares of Common Stock were originally issued at the request of such Manager) or originally issued to such Manager (or other Person at the request of such Manager) but held by one or more direct or indirect Permitted Transferees (collectively, the “Management Call Group”), upon any termination of the employment by the Company and its subsidiaries of any Manager (whether such termination is by the Company, by such Manager or otherwise), the Company will have the right to purchase for cash all or any portion of Purchased Management Shares held by the Management Call Group on the following terms (the “Management Call Option”):
Call Options. (a) If (i) Participant’s employment with or service to the Employer, Parent and their Subsidiaries is terminated by Employer, Parent or its Subsidiaries for Cause, (ii) Participant voluntarily resigns Participant’s employment with or services to the Employer, Parent and its Subsidiaries when grounds for Cause exist, or (iii) a Restrictive Covenant Violation occurs, Partnership shall have the right, for 12 months following, as applicable, each of (x) the Termination Date or (y) the date of such Restrictive Covenant Violation (or, if later, the date on which a member of the Board (other than Participant and Participant’s designee(s), if applicable) has actual knowledge thereof), to purchase (together with the rights in Section 4.1(b) and Section 4.1(c), the “Call Option”), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to the lesser of (1) Fair Market Value (measured as of the date of the Call Notice (as defined below) is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that such purchase price shall not be less than zero.
(b) If Participant’s employment with or service to, as applicable, Parent and its Subsidiaries terminates for any reason other than as provided for in Section 4.1(a), Partnership shall have the right, for 12 months following the Termination Date, to purchase, and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participant’s Group at a purchase price per Vested Incentive Unit equal to Fair Market Value (measured as of the Repurchase Notice Date); provided, that such purchase price shall not be less than zero.
(c) In the event that Participant engages in a Competing Business (as defined in Appendix A) at any time after Participant’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Partnership shall have the right, for 12 months following the date of such engagement in a Competing Business (or, if later, the date on which the Board (other than Participant and Participant’s designee(s), if applicable) has knowledge thereof), and each member of Participant’s Group shall be required to sell to Partnership, all or any portion of the Vested Incentive Units then held by such member of Participa...
Call Options. (A) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option A”) to purchase all but not less than all of the Warrants then outstanding at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option A in this Section 2.1(A) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) on or before June 30, 2013, of (i) all outstanding principal Obligations under the Term Loans B (as such terms are defined in the Credit Agreement); plus (ii) all outstanding, accrued and unpaid interest and any Deferred Fee (as such term is defined in the Credit Agreement) applicable to Term Loans B; and plus (iii) an amount equal to five percent (5%) of the sum of clauses (i) and (ii) hereunder.
(B) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option B”) to purchase all but not less than all of the Warrants then outstanding at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option B in this Section 2.1(B) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on June 30, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent thereof) of (a) all Net Cash Proceeds from the sale of the Newspaper in amount equal to or greater than $12,000,000 on or before March 31, 2013, and (b) all outstanding Obligations owing under the Credit Agreement on or before June 30, 2013 and the termination of the Commitments as of such date.
(C) Upon execution and delivery of the Warrants by the Company, the holders of the Warrants hereby grant to the Company the option (“Call Option C”) to purchase fifty percent (50%) but not less than fifty percent (50%) of the then outstanding Warrants at a price equal to the Call Price (as defined in Section 2.3 herein) and otherwise upon the terms and conditions hereinafter set forth. The Call Option C in this Section 2.1(C) may only be exercised by the Company (I) prior to 11:59 p.m. prevailing Eastern Time on March 31, 2013 and (II) upon the payment in full and in cash (and receipt by the Administrative Agent...
Call Options. Except as Echo may otherwise agree in writing with any Manager with respect to Echo Shares held by such Manager (or any Person to whom any Echo Shares were originally issued at the request of such Manager) or originally issued to such Manager (or other Person at the request of such Manager) but held by one or more direct or indirect Permitted Transferees (collectively, the “Management Call Group”), upon any termination of the employment with Echo, the Company and any of its Subsidiaries, or eRx Network Holdings, Inc. and any of its Subsidiaries (each an “Employer Party” and together the “Employer Parties”) of any Manager (whether such termination is by any of the Employer Parties, by such Manager or otherwise), Echo will have the right to purchase for cash all or any portion of Purchased Management Shares held by the Management Call Group on the following terms (the “Management Call Option”):
Call Options. 2.1.1 The Holdcos grant to Cayman 7 a series of options entitling Cayman 7 to acquire the Ordinary Shares and Preference Shares (each a “Cayman 7 Call Option”). In relation to each Cayman 7 Call Option Exercise Date Cayman 7 shall be entitled to require:
(a) Cayman 4 to sell to it the number of Ordinary Shares set out in Column F of Schedule 2 for the relevant Cayman 7 Call Option Exercise Date in exchange for the payment to Cayman 4, in cash, of the aggregate of: (i) the $ Initial Cash Amount set out in Column C of Schedule 2 (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties); and (ii) the € Initial Cash Amount set out in Column D of Schedule 2; and
(b) Cayman 5 to sell to it the number of Preference Shares set out in Column G of Schedule 2 for the relevant Cayman 7 Call Option Exercise Date in exchange for the payment to Cayman 5, in cash, of the $ Initial Cash Amount set out in Column E of Schedule 2 (as adjusted in accordance with this Agreement or as otherwise may be agreed between the Parties).
2.1.2 Each Cayman 7 Call Option may be exercised only in respect of both of: (a) all of the corresponding number of Ordinary Shares which Cayman 7 shall be entitled to acquire under Clause 2.1.1(a); and (b) all of the corresponding number of Preference Shares which Cayman 7 shall be entitled to acquire under Clause 2.1.1(b).
Call Options. In the event of an exercise of a Call Option:
(a) the Company shall promptly hold, and Party B and Party C shall cause the Company promptly to hold, a shareholders’ meeting at which a resolution shall be passed to the effect that transfer of Party B’s Interest and/or Party C’s Interest (as the case may be) to the Interest Purchaser by Party B and/or Party C (as the case may be) is approved;
(b) within 10 Business Days after the Notice Date, Party B, Party C and the Interest Purchaser(s) shall execute an equity interest transfer contract, based on the terms and conditions of this Deed and the information stipulated in the relevant Call Option Exercise Notice, with respect to the transfer by Party B and/or Party C of such Party B’s Interest and/or Party C’s Interest set forth in the Call Option Exercise Notice to the Interest Purchaser(s);
(c) if the Interest Purchaser is neither a PRC citizen nor a company incorporated in the PRC and the Company is not already converted into a Chinese-foreign joint venture, the Parties shall cause (1) the Company to be converted into a Chinese-foreign joint venture or a wholly foreign-owned enterprise (as the case may be), (2) the Interest Purchaser(s) and Party B and/or Party C (as the case may be) to execute a joint venture contract if the Company is converted into a Chinese-foreign joint venture, and (3) the Company Articles to be amended, to reflect the exercise of the Call Option;
(d) if the Interest Purchaser is a PRC citizen or a company incorporated in the PRC, the Company shall, and Party B and Party C shall procure that the Company shall, amend the Company Articles and, if any, the joint venture contract of the Company and update the register of shareholders of the Company, to reflect the transfer of Party B’s Interest and/or Party C’s Interest (as the case may be); and
(e) the Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary governmental approvals and consents and perform all other necessary acts to effect the transfer of the legal and beneficial interests in Party B’s Interest and/or Party C’s Interest (as the case may be) to the Interest Purchaser and to enable the Interest Purchaser to become the registered holder thereof free from all Encumbrances.
Call Options. Upon the exercise of the Call Options and the receipt by the Interest Purchaser(s) of copies of all approvals, registrations and filings set forth in Section 3.1 in relation to the transfer of the relevant Equity Interest, the Interest Purchaser(s) shall pay to Party B and/or Party C (as the case may be) a purchase price of RMB1.00 or such higher amount as required by PRC laws.
Call Options. The parties acknowledge that, notwithstanding anything to the contrary herein, the Subject Securities include Call Options which the Stockholder cannot vote and which cannot be exercised prior to the satisfaction or waiver of, if the Offer has not been terminated in accordance with the Merger Agreement, the Regulatory Condition, or, if the Offer has been terminated in accordance with the Merger Agreement, the condition set forth in Section 8.3(c) of the Merger Agreement.
