Call Right. (a) The holder of a Call Right may purchase Certificates of a given Series or Class from the Holders thereof prior to maturity if the applicable Supplement designates such Series or Class as a Callable Series, or upon the occurrence of a Tax Event or an Optional Redemption. The Call Terms shall be set forth in the applicable Supplement and shall include, without limitation, the following:
(i) the initial holder of the Call Right;
(ii) whether the Certificate Principal Balance or Notional Amount of each Certificate being purchased pursuant to the Call Right must be an Authorized Denomination;
(iii) the Call Date or Dates; and
(iv) the Call Price.
(b) A Call Right may be exercised at the option of the holder thereof, in accordance with the Call Terms, upon not less than 35 days' (or such shorter period acceptable to the Trustee or specified in the applicable Supplement) nor more than 60 days' prior notice sent via facsimile with transmission confirmed to the Trustee at the Corporate Trust Office. Such notice to the Trustee shall include the Certificate Principal Balance (or Notional Amount) of the Certificates to be purchased and shall reference the Call Price and the Call Date. On or prior to the second Business Day following receipt of such notice from the holder of the Call Right, the Trustee shall notify the Holders of the Certificates by first class mail; such notices shall state:
(i) the Certificate Principal Balance (or Notional Amount) of Certificates to be purchased;
(ii) the Call Price;
(iii) the name and address of the Paying Agent;
(iv) that Certificates called for purchase must be surrendered to the Paying Agent in order to collect the Call Price;
(v) that interest on Certificates called for purchase pursuant to the Call Right ceases to accrue on and after the Call Date, and the only remaining right of Holders of such Certificates is to receive payment of the Call Price upon surrender of the Certificates to the Paying Agent; and
(vi) that, if any Certificate contains a CUSIP, CINS or ISIN number, no representation is being made as to the correctness of the CUSIP, CINS or ISIN number either as printed on the Certificates or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Certificates.
(c) If less than all of the Certificates are to be purchased pursuant to the exercise of the Call Right, the Trustee shall select the Certificates to be purchased in accordance with the requirements...
Call Right. (a) Subject to the last sentence of this subsection (a), upon Xxxxxx'x death, the Company shall have the right (the "Call Right"), exercisable by action of the Independent Committee, to purchase all but not less than all of the shares of High Vote Stock beneficially owned by each Member at the time of Xxxxxx'x death and all but not less than all of the shares of High Vote Stock that are then beneficially owned by any Permitted Transferee of any Member and which shares were acquired directly or indirectly from a Member or another Permitted Transferee of Member Shares in any Exempt Transfer or other transaction except a sale to a prospective Purchaser in accordance with Section 2.3(b) hereof (collectively for all Members and Permitted Transferees, the "Subject Shares"). The Company may not exercise its Call Right under this Section 2.2 unless it concurrently exercises its corresponding call right under the corresponding provisions of the Xxxxxx Call Agreement.
(b) The Company may exercise the Call Right, by giving written notice of such exercise (the "Company Notice") to each Member and each such Permitted Transferee, if any (collectively, the "Holder"), at any time during the period commencing on and including the date of Xxxxxx'x death and ending at the Close of Business on the 50th day after the date, following Xxxxxx'x death, on which any legal action that may be required to confirm the appointment of the personal representative(s) for Xxxxxx'x estate or for Xxxxxx'x estate to act through its personal representative(s) has been completed (such period, the "Call Period"). The date the Company Notice is given to the Holder is referred to as the "Exercise Date."
(c) The total consideration payable to the members of the Xxxxxxx Group collectively for all of the Subject Shares (the "Gross Purchase Price") will be an amount equal to the sum of the amounts determined in accordance with the following formula for each series of High Vote Stock included in the Subject Shares: 110% of the product of the Per Share Value for such series as of the date of Xxxxxx'x death, multiplied by the number of shares of such series included in the Subject Shares (such amount, as to each series, the "Series Purchase Price"). In calculating any Series Purchase Price or the Gross Purchase Price, the number of Subject Shares and the number of shares of any series included in the Subject Shares shall be calculated without duplication for any shares that may, by virtue of the definitio...
Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3.
(i) Within 30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner (subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount) to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner of such Partnership Units (and as a Limited Pa...
Call Right. (a) Subject to the provisions of this Section 10, if the Closing Price for any twenty (20) consecutive Trading Days exceeds $0.80 (the “Threshold Price”), then the Company will have the right, but not obligation (the “Call Right”) to redeem any unexercised portion of this Warrant for which an Exercise Notice has not yet been delivered (the “Call Amount”); provided, however, that the Call Right shall only be exercisable by delivering a Call Notice (as defined below) within ten (10) Trading Days of such period in which the Closing Prices for any twenty (20) consecutive Trading Days have exceeded the Threshold Price.
(b) To exercise this Call Right, the Company shall deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating the Call Amount. The date that the Company delivers the Call Notice to the Holders will be referred to as the “Call Date.” Within 30 Trading Days of receipt of the Call Notice, the Holder shall exercise this Warrant for up to the Call Amount in accordance with Section 4 above. Any portion of the Call Amount that is not exercised by 6:30 p.m. (New York City time) on the 30th Trading Day following the date of receipt of the Call Notice (the “Redemption Date”) shall be cancelled. Any unexercised portion of this Warrant to which the Call Notice does not pertain (the “Remaining Portion”) will be unaffected by such Call Notice. The Company covenants and agrees that it will honor any Exercise Notice with respect to the Call Amount that are tendered from the Call Date through and including 6:30 p.m. (New York City time) on the Redemption Date.
Call Right. The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition The percentage that Seller’s Shares take up in total share capital of Holding Co. as to which there is a Call Right Condition 1 Condition 2 50 % Condition 3 Up to 100 % Notwithstanding anything in this Agreement, in case that the Seller violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all of the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Right.
Call Right. Seller, for itself and the Seller Subsidiaries, hereby grants to Buyer and the Buyer Subsidiaries the right to purchase (the "Call Right") the following assets ("Call Assets"):
(a) in each of the jurisdictions set forth on Schedule 5.2(a) hereof and such other jurisdictions as Buyer and Seller may, from time to time, mutually agree (the "Call Jurisdictions"), all of the IP Network assets owned by the Seller and/or the Seller Subsidiaries in each Call Jurisdiction, including those assets set forth in Schedule 5.2(a), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, and all contract rights associated therewith; provided, for the purpose of clarification, that telecommunications circuits to destinations in any Call Jurisdiction, but originating outside of such Call Jurisdiction, shall not be Call Assets and instead shall be included in the Acquired Network Facilities transferred hereunder at the initial Closing; and
(b) all the rights and obligations with respect to the satellite communications agreements and all rights and obligations in specific countries with respect thereto, as described in Schedule 5.2(b), subject to additions and deletions subsequent to the Closing permitted under the terms of this Agreement, (the "Satellite Rights"). Unless earlier terminated pursuant to Section 5.6 hereunder, the Call Right granted hereunder shall expire on the tenth anniversary of the date hereof ("Expiration Date"); provided, however, that if the term of the Network Services Agreement is extended beyond the Expiration Date, then the Expiration Date shall be the date upon which the Network Services Agreement, attached as Exhibit A hereto, is terminated. Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exercise.
Call Right. Upon termination of Optionee’s employment for any reason prior to an IPO, the Company will have the right to purchase (the “Call Right”) any Option Shares that Optionee received pursuant to the terms and conditions set forth in Article VI Call Rights of the Stockholders Agreement.
Call Right. At any time, Propco shall have the right to exercise the Call Right in accordance with the procedures set forth in this Section 2.
Call Right. Upon termination of the Executive's employment with the Company, UICI or any of its Subsidiaries for any reason prior to an IPO, the Company or UICI will have the right to purchase (the "Call Right") any of the Executive's shares of UICI's Class A-1 common stock in accordance with the terms and conditions of the Stockholders Agreement.
Call Right. Notwithstanding anything to the contrary in this Section 4.7, a Redeeming Holder shall be deemed to have offered to sell its Class A Units as described in any Redemption Notice to each member of the PubCo Holdings Group, and PubCo (or such other member(s) of the PubCo Holdings Group designated by PubCo) may, in its sole discretion, in accordance with this Section 4.7(f), elect to purchase directly and acquire such Class A Units on the Redemption Date by paying to the Redeeming Holder that number of Class A Shares the Redeeming Holder would otherwise receive pursuant to Section 4.7(e) or, if PubCo (or such designated member(s) of the PubCo Holdings Group) makes a Cash Election, the Cash Election Amount for such Class A Shares (the “Call Right”), whereupon PubCo (or such designated member(s) of the PubCo Holdings Group) shall acquire the Class A Units offered for redemption by the Redeeming Holder and shall become the owner thereof.
