Call Procedures. (a) If the Company desires to purchase any of the Principal's and its Permitted Transferees' Common Stock pursuant to Section 10.1 or Section 10.2(a), it shall notify such Principal not later than ninety (90) calendar days following the date such Principal's employment is terminated, or if the Company desires to purchase any of such Common Stock pursuant to Section 10.2(b), it may notify such Principal at any time, of its intention to purchase such Common Stock, which notice, in either event, shall specify the number of shares of Common Stock that the Company desires to purchase, and the price per share to be paid. The Company shall send concurrently a copy of such notice (the "Company Notice") to each of the Initial TCW Holders.
(b) Within fifteen (15) calendar days of the date the Company sends notice pursuant to Section 10.3(a), it shall make payment for the Common Stock by check to the address to which notices are to be sent under this Agreement, or in immediately available funds to the account specified by the Principal.
(c) If the notice provided by the Company pursuant to Section 10.3(a) hereof does not set forth all of the shares of Common Stock which the Company has the right to purchase pursuant to this Section 10, and the Initial TCW Holders desire to purchase any of the balance of such shares, the Initial TCW Holders shall notify such Principal not later than forty-five (45) calendar days following receipt of the Company Notice of their intention to purchase such Common Stock, which notice shall specify the number of shares of Common Stock that the Initial TCW Holders desire to purchase and the price per share to be paid.
(d) Within fifteen (15) calendar days of the date the Initial TCW Holders send notice pursuant to Section 10.3(c), they shall make payment for the Common Stock by check to the address to which notices are to be sent under this Agreement, or in immediately available funds to the account specified by the Principal.
(e) All shares sold pursuant to this Section 10 shall be free and clear of liens, encumbrances and adverse claims.
Call Procedures. The Shareholders’ Meetings may be called at any time by the Chairman, by his or her own initiative or at the written request of any Shareholder or otherwise as contemplated by the Brazilian Corporation Law. Failure by the Chairman to call any such meeting requested by any Shareholder within five (5) calendar days from the date of receipt of the pertinent request shall allow such Shareholder to call the applicable meeting. The applicable legal provisions being duly observed, the call notices shall be delivered to each Shareholder at least 8 (eight) calendar days in advance from the date scheduled for the holding of each Shareholders’ Meeting and shall contain information on the date and time the relevant Shareholders’ Meeting will be held and the detailed agenda, as well as any support documentation.
Call Procedures. The Chairman shall call all meetings of the Board of Directors. The call notice shall be delivered, either personally, by facsimile, by e-mail or by international mail, by his or her initiative or at the written request of any Member. Failure by the Chairman to call any meeting requested by any Member within five (5) calendar days from the date of receipt of the request by any Member allows such Member to call the meeting. The meetings of the Board of Directors shall be called at least eight (8) calendar days prior to the date of each meeting. The call notice shall specify the place, date and time of the meeting and shall comprise its detailed agenda, including any proposal of resolutions, any document prepared by the Company in advance of the meeting in order to support any resolution and all necessary documentation related thereto. Notice may be waived in writing or by the attendance of all Members. The attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting has not been properly called or convened.
Call Procedures. The Shareholders' Meetings may be called at any time by the Chairman, by his or her own initiative or at the written request of any Shareholder or otherwise as contemplated by the Brazilian Corporation Law. Failure by the Chairman to call any such meeting requested by any Shareholder within five (5) calendar days from the date of receipt of the pertinent request shall allow such Shareholder to call the applicable meeting. Subject to the applicable legal provisions, the call notices shall be delivered to each Shareholder at least eight (8) calendar days in advance of the date scheduled for the holding of each Shareholders' Meeting and shall contain information on the place, date and time the relevant Shareholders' Meeting will be held and the detailed agenda, as well as any documentation that shall be used to support the matters to be discussed at such meeting, subject to the provisions of Section 5.1.4 below. Unless otherwise agreed by the Shareholders, the Shareholders' Meeting shall be held at the Company's headquarters.
Call Procedures. The Chairman shall call all meetings of the Board of Directors. The call notice shall be delivered, either personally, by facsimile or by international mail, by his or her own initiative or at the written request of any Member. Failure by the Chairman to call any meeting requested by any Member within five (5) calendar days from the date of receipt of the request by any Member allows any other Member to call the requested meeting. The meetings of the Board of Directors shall be called at least eight (8) calendar days prior to the date of each meeting. The call notice shall specify the place, date and time of the meeting and shall inform the detailed agenda, subject to the provisions of Section 6.2.8 below, and attach any proposal of resolutions, any document prepared by the Company in advance of the meeting in order to support any resolution and all necessary documentation related thereto. Notice may be waived in writing or by the attendance of all Members. The attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting has not been properly called or convened. Unless otherwise agreed by the Members, the Board of Directors' meetings shall be held at the Company's headquarters.
Call Procedures. A call for Optional Capital Contributions shall be issued by or on behalf of the Board of Representatives by a notice that shall specify the aggregate amount of the call (the "Call Amount"). Such notice shall be sent to all Partners. The notice shall specify a date on which the Optional Capital Contribution is to paid which shall be not less than 15 days nor more than 30 days following the date of the notice by which the call was effected (the "Contribution Date"). No Partner shall be obligated to satisfy any such call; provided that the TCI General Partner and its Representatives shall have an obligation to act reasonably in approving a call for Optional Capital Contributions proposed by the Adelphia General Partner Representatives. To satisfy a call for Optional Capital Contributions, a Partner shall on or before the date that is 10 days after the date of the notice (the "Due Date") provide the Partnership with a written commitment to pay to the Partnership cash in an amount equal to its Applicable Percentage multiplied by the Call Amount (the "Commitment Amount"). If the aggregate Commitment Amounts are less than the Call Amount, then each Partner which has provided such a written commitment shall be advised simultaneously by the Partnership of that fact within five days of the Due Date and shall be given an opportunity for 10 days following receipt of such advice to withdraw such commitment or, alternatively, to provide the balance of the Call Amount. Any Partner so withdrawing such commitment shall not be obligated to make any contribution to the Partnership in respect of such commitment. If the Partners elect not to make contributions of all of the Call Amount, the Adelphia General Partner may (but shall have no obligation to) elect either (a) to provide funds in an amount equal to the Call Amount (directly or through an Affiliate) as new preferred equity, it being understood and agreed that such new preferred equity shall not affect the Applicable Percentages, shall have a preference over other equity with respect to distributions from the Partnership and shall be issued on commercially reasonable terms at market rates, all as reasonably determined by the Adelphia General Partner (which equity shall not be subject to the limitations or approval rights of the TCI General Partner under Section 7.5(i) or (iii)); (b) to provide such funds (directly or through an Affiliate) as a loan on commercially reasonable terms at market rates, as reasonably determi...
Call Procedures. Each of CareSource and CGHC shall take all commercially reasonable actions necessary to consummate the Call Right, including making any required notices, filings or applications with Governmental Authorities, receiving necessary consents, approvals or other authorizations from such Governmental Authorities or other Persons, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate and as are normal and customary for comparable transactions.
Call Procedures. To be offered additional shifts, Employees must notify the on call scheduling supervisor in writing of their interest to accept shifts across the agency.
Call Procedures. Shareholders’ meetings shall be convened by the chairperson of the Board, provided that, in addition to the ordinary and extraordinary meetings described in Section 3.2 above, the Investor for as long as it holds at least five percent (5%) of the outstanding voting shares of the Company, shall be entitled to convene no more than two (2) extraordinary Shareholders’ meetings per Fiscal Year upon prior justification in writing. Subject to additional requirements pursuant to the Applicable Law, call notices shall be issued by e-mail messages, to be followed by delivery of written notice, either personally or by mail, to each Shareholder, provided that such written notice sent either personally or by mail shall be sent at least fourteen (14) days in advance of the date scheduled for the holding of each shareholders’ meeting, at the Company’s expense. Each call notice shall contain, as a minimum, (i) information on the place, date and time the relevant shareholders’ meeting will be held and an agenda (which cannot only include generic wording as “to discuss other matters of interest” or the like); and (ii) any proposed resolutions, any document prepared by the Company in advance of the meeting in order to support any resolution and all necessary documentation related thereto. No valid resolution on matters indicated in Section 3.8 and in Section 3.10 shall be approved if such matters are not included in the agenda in the call notice, except for resolutions approved by unanimous vote of Shareholders at shareholders’ meeting duly convened. In case the quorum for the shareholders’ meeting is not established within half hour of the time at which the meeting was due to start, or if during a meeting, a quorum ceases to be present, the meeting shall be adjourned and a new call notice shall be delivered to each Shareholder and shall contain information on the place, date and time of the relevant shareholders’ meeting which shall be held, in such case, at least within five (5) and at most within ten (10) days of the date of the second call notice delivered to the Shareholders (“Second Shareholders’ Meeting Call”).
Call Procedures. Board Meetings may be called by the chairperson on his/her own initiative, at any time, provided that, in addition to the ordinary and extraordinary meetings described herein and in Section 4.1 above, upon prior justification in writing, the Investor Directors shall be entitled to call no more than two (2) additional Board Meetings each Fiscal Year. The call notice may be delivered by e-mail message, to be followed by delivery of written notice, either personally or by mail, to each Director, provided that such written notice sent either personally or by mail shall be sent at least five (5) Business Days in advance of the date scheduled for the holding of each Board meeting, at the Company’s expense. Each call notice shall specify the place (which, unless otherwise agreed by the Board or required by Applicable Law, shall always be held in the Company’s headquarters), date and time of the meeting and shall include the agenda (which cannot only include generic wording as “to discuss other matters of interest” or the like), any document prepared by the Company in advance of the meeting in order to support any resolution, and all reasonably necessary documentation related thereto. Notice may be waived in writing or by the attendance of all Directors. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when the Director attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting has not been properly called or convened.
