Call Purchase Price. The purchase price (the “Call Purchase Price”) for the Callable Interest shall be equal to the product of (A) .75 and (B) the sum of (i) the Initial Capital Contribution of Universal, (ii) any Additional Capital Contribution of Universal made prior to the Closing Date (as defined below), and (iii) a rate of return on (i) and (ii) equal to 15% per annum, compounded annually, from the date of Universal’s initial investment in (i) and (ii) (subparagraphs (B)(i) and (ii) collectively being the “Investment”). If the Callable Interest is not redeemed within the Call Exercise Period, neither the Partnership nor the General Partner shall have any obligation to pay the Call Purchase Price or any component thereof.
Call Purchase Price. In the event that the Call Option is exercised, then the purchase price to be paid for the Membership Interest of the Selling Members shall be equal to the product of (i) such Selling Member’s Percentage Interest multiplied by (ii) the Call Equity Value.
Call Purchase Price. In the event of a Call, the purchase price for a Put Participant’s Interests shall be the amount (the “Call Purchase Amount”) that is equal to (i) the proceeds that such Put Participant would receive with respect to the Preferred Interests and/or Common Interests being purchased if the Put 1 Capitalized terms used herein without definition have the meanings set forth in Exhibit A (Definitive Agreements Binding Term Sheet).
Call Purchase Price. In the event of a Call, the purchase price for a Put Participant’s Interests shall be the amount (the “Call Purchase Amount”) that is equal to (i) the proceeds that such Put Participant would receive with respect to the Preferred Interests and/or Common Interests being purchased if the Put Value as of the Call Notice Date were distributed to the equityholders of the Company, multiplied by (ii) 120%. If the Call is exercised, the applicable Interests will be purchased within 90 days of the determination of the Call Purchase Amount. 1 Capitalized terms used herein without definition have the meanings set forth in Exhibit A (Definitive Agreements Binding Term Sheet).
Call Purchase Price. (a) In the event Axiall exercises a Call Right hereunder, the purchase price per each one percent (1%) of Incremental Interest being purchased (the “Call Purchase Price”) shall be equal to, payable in cash with respect to the total Incremental Interest being purchased (the “Total Amount”): (a) the sum of the (i) aggregate amount of any Dilutive Contributions for any Shortfall Amount and Lotte Step-Up Development Capital Contributions (each as defined in the Lotte Contribution Agreement) funded by Lotte to the Company as of date of the applicable Call Exercise Notice and the aggregate amount of Additional Capital Contributions (other than Development Capital Contributions) that have been made by Lotte corresponding to the Incremental Interests as of date of the applicable Call Exercise Notice (the “Principal Amount”) (excluding the Principal Amount of any prior purchases of Incremental Interests and applied in the order in which such amount was funded), and (ii) Accrued Interest; divided by, (b) (using a whole number) the difference between fifty percent (50%) and the Percentage Interests held by Axiall immediately prior to the date of the Call Exercise Notice. If any Additional Capital Contributions are made between the date of the applicable Call Exercise Notice and the Closing Date, the Incremental Interest being purchased shall be reduced for the purposes of the transfer on the Closing Date (but without affecting the Total Amount already determined to be payable under this Section 2(a) with respect to the exercise of the Call Right) such that the Incremental Interest transferred on the Closing Date shall be such as would result in same Total Amount being payable if such Capital Contributions had been made prior to the date of the applicable Call Exercise Notice.
(b) For purposes of this Agreement, “Accrued Interest” shall mean interest accruing at a rate of five percent (5%) per annum, compounded annually, on the sum of (x) the Principal Amount from the date of funding of each Dilutive Contribution and Lotte Step-Up Development Capital Contributions and Additional Capital Contributions constituting such Principal Amount until the Closing Date and (y) the actual fees, expenses, and interest incurred by Lotte or its Affiliate with respect to borrowing (or guaranteeing) such Principal Amount, in an amount of such Principal Amount (the “Cost of Capital”). In addition, in no event shall the Cost of Capital with respect to the Principal Amount be greater than...
Call Purchase Price. In the event the Buyer exercises the Call Right hereunder, the aggregate purchase price at which the Buyer (or its permitted assignee) shall purchase the applicable Call Shares (the “Call Purchase Price”) shall be U.S. $3,500,000, inclusive of any funds received by Txxxxx, Fiducia and/or any of their respective subsidiaries to meet their regulatory capital requirements. The Buyer may at its sole and exclusive right pay all or part of the Call Purchase Price by offset or setoff (collectively, the “Setoff”) of any or all amounts due and owing to the Buyer by the Company, including, without limitation, any outstanding amounts due and owing under the Debenture or any other debentures issued to the Buyer under the Original SPA, or under any existing or future instrument, agreement, note, advance, standby equity purchase agreement, pre-paid advance or otherwise. On or prior to the Call Right Closing Date, the Company shall pay, or cause to be paid, any payments triggered by the Call Right or the transactions contemplated thereby (including any costs associated with the change of control, transaction bonuses or employee retention payments); provided that such payments may not be made out of Timios or Fidicua accounts or funds.
Call Purchase Price. The purchase price for the Participation Interest upon exercise of the Call Option shall be an amount determined by reference to Schedule A attached hereto (the “Call Purchase Price”). The Call Purchase Price shall be payable in the manner and at such time as set forth in Article X hereof.
Call Purchase Price. The Call Purchase Price shall be equal to the product of multiplying Eighty Five Million US Dollars by the Call Option Compound Factor, and shall be expressed by the following formula: Call Purchase Price = US$85,000,000 x Call Option Compound Factor
Call Purchase Price. In the event the Buyer exercises the Call Right hereunder, the aggregate purchase price at which the Buyer (or its permitted assignee) shall purchase the applicable Call Shares (the “Call Purchase Price”) shall be U.S. $2,500,000, inclusive of any funds received by Xxxxxx, Fiducia and/or any of their respective subsidiaries to meet their regulatory capital requirements. The Buyer may at its sole and exclusive right pay all or part of the Call Purchase Price by offset or setoff (collectively, the “Setoff”) of any or all amounts due and owing to the Buyer by the Company, including, without limitation, any outstanding amounts due and owing under the Debenture or any other debentures issued to the Buyer under the Original SPA, or under any existing or future instrument, agreement, note, advance, standby equity purchase agreement, pre-paid advance or otherwise.
Call Purchase Price. The purchase price payable by the Company for the Warrant Shares purchased pursuant to Paragraph 15(f)(i) and 15(f)(ii), shall be determined based on an independent valuation of the Company, made within six (6) months of purchase price payment due date, the cost of which shall be borne solely by the Company, performed
