Call Right of the Company Sample Clauses

Call Right of the Company. (a) At any time after the Exercise Date, the Company shall have the right, upon the terms and subject to the conditions set forth in this Agreement, to require NBCU (or such Affiliate of NBCU as NBCU may designate) to sell all but not less than all of the Subject Securities at the Exercise Price (the “Call Right”).
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Call Right of the Company. The Company shall have the right, beginning twelve (12) months (the “Call Right Trigger Date”) after a registration statement on Form SB-2 (or an alternative available form if the Company is not eligible to file a Form SB-2) registering the Warrant Shares has been declared effective by the Securities and Exchange Commission (the “SEC”), to purchase all or any portion of the Warrant Shares issued or issuable hereunder, at a purchase price per Warrant Share of $[ ] (subject to proportionate adjustment in the event of any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event affecting the Common Stock occurring after the date hereof). The Company shall exercise its call right hereunder by delivery to the Holder of written notice at any time and from time to time from and after the Call Right Trigger Date. Payment of the purchase price pursuant to the exercise by the Company of its call right hereunder shall be effected in immediately available funds on the date of consummation of the proposed purchase of Warrant Shares by the Company.
Sample 1Sample 2
Call Right of the Company. (a) Subject to Section 4.9, and except as otherwise agreed in writing between the Company (with the Board’s prior written approval) and an Applicable Employee, if the employment or service of such Applicable Employee with the Company and all of its Affiliates shall be terminated or end for any reason whatsoever at any time, the Company and its Subsidiaries shall have the right, but not the obligation, by delivering one (1) or more written notices (each, a “Call Notice”) from time to time to such Applicable Employee at any time during the Call Period (but in no event later than the Call Termination Date), to purchase, from time to time, all or any specified portion of the DTI Securities that have been collectively owned by such Applicable Employee and/or any member of such Applicable Employee’s Management Stockholder Group (including, as provided herein, following the exercise of any Company Stock Options or similar purchase right or settlement of any Company Award subsequent to such termination or ending of employment or service) for at least six (6) months prior to the delivery of such Call Notice to the Company (collectively, as applicable, the “Call Shares”) upon the terms and subject to the conditions set forth in this Article IV (other than Section 4.5) (a “Call Right”); provided, that notwithstanding the foregoing, the Call Right shall be subject to, and the Company shall not be required to purchase any Call Shares that would breach, violate or be inconsistent with, the terms, conditions and limitations set forth in Section 4.6. Notwithstanding anything herein to the contrary, the Company may assign its Call Right and/or right to purchase Call Shares to one or more of its Subsidiaries.
Sample 1
Call Right of the Company. Subject to Section 7.02(e) hereof, ------------------------- at any time after the commencement of the Call Period, the Company shall have the right to purchase from the Holders of Warrant Securities all or any portion (pro rata among the Holders) of such Warrant Securities, and the Holders shall be obligated to sell to the Company the Warrant Securities subject to the following terms and conditions (such fight is hereinafter referred as the "Call Right"):
Sample 1
Call Right of the Company. From and after the execution of this Agreement, the Company will have the option, but not the obligation, to purchase all, but not less than all of a Holder's Warrants. The purchase price for each Warrant purchased pursuant to this Section 10(b) shall be $4.50 per Warrant purchased from the date of this Agreement through March 31, 2001, and shall increase $1.00 per Warrant per year thereafter on each April 1, through the end of the term of this Agreement. Such option must be exercised by the Company by giving written notice to a Holder not less than thirty (30) days nor more than sixty (60) days before the date specified in the notice as the closing date for the purchase. Within thirty (30) days after the closing date for the purchase of the Warrants by the Company, the Company shall deliver to the Holder cash in the amount equal to the purchase price as set forth in this Section 10(b). Concurrent with the delivery of cash by the Company, Holder shall deliver the certificate or certificates evidencing the Warrants to be sold. This thirty (30) day period shall not start to run until such time as any required approval or consent to the sale of the Warrants is obtained. Holder may exercise the Warrant until the day before the closing date for the purchase of the Warrant.
Sample 1
Call Right of the Company. (i) Subject to applicable Law, upon the occurrence of a Call Event the Company shall the right to redeem (the “Call”) all but not less than all of the then outstanding Exchangeable Units (the “Called Units”) held by each Exchangeable Unitholder (the “Called Member”) in exchange for the Exchangeable Unit Consideration on the last Business Day prior to the Call Date. (ii) In the case of a proposed exercise of the Call right by the Company, the Company may, in its sole and absolute discretion, at least ten (10) Business Days before the Call Date (other than a Call date established in connection with a Control Transaction), send or cause to be sent to Canco and each Called Member a notice in writing (the “Call Notice”) of the exercise
Sample 1
Call Right of the Company. On or after the Effective Date but prior to the earlier of (i) the fifth anniversary of the Effective Date and (ii) the Exercise Date, the Company shall have the option (the “Call Option”) to repurchase this Warrant at an aggregate purchase price equal to the Call Option Price (as defined below). The “Call Option Price” shall equal (i) $5,500,000 if the Call Option is exercised during the period commencing on the Effective Date and ending on the third anniversary of the Effective Date; (ii) $6,000,000 if the Call Option is exercised during the period commencing on the first day following the third anniversary of the Effective Date and ending on the fourth anniversary of the Effective Date; and (ii) $7,500,000 if the Call Option is exercised at any time after the fourth anniversary of the Effective Date. The Call Option may be exercised only in whole and not in part. The Company may exercise the Call Option and, thereby, repurchase this Warrant by providing the Purchaser written notice (“Repurchase Notice”) of the Company’s exercise of the Call Option. Delivery of the Repurchase Notice shall constitute the Company’s irrevocable and binding commitment to repurchase this Warrant. Payment of the purchase price for this Warrant shall be made to the Purchaser by wire transfer in immediately available funds, against delivery of this Warrant to the principal office of the Company, at the time of the scheduled closing therefor, which time shall be specified by the Company in the Repurchase Notice and shall be no later than 30 days after the Purchaser’s receipt of the Repurchase Notice. The Purchaser may not exercise this Warrant after the delivery of a Repurchase Notice in accordance with this Section 6 unless the Company fails to consummate the repurchase of this Warrant in accordance with this Section 6. The Call Option shall terminate upon the delivery of a Notice of Exercise (together with payment of the Aggregate Exercise Price (or, if applicable, the Purchaser’s Estimate) in accordance with Section 2.1, unless the Warrant is exercised pursuant to Section 2.2) and shall not entitle the Company to purchase any Shares issued upon exercise of this Warrant.
Sample 1
AutoNDA by SimpleDocs
Call Right of the Company. (i) Subject to applicable Law, upon the occurrence of a Call Event the Company shall the right to redeem (the “Call”) all but not less than all of the then outstanding Exchangeable Units (the “Called Units”) held by each Exchangeable Unitholder (the “Called Member”) in exchange for the Exchangeable Unit Consideration on the last Business Day prior to the Call Date.
Sample 1

Related to Call Right of the Company

  • Actions by or in the Right of the Company The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if the Indemnitee was or is a party or witness or is threatened to be made a party or witness to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any of its direct or indirect subsidiaries, or is or was serving at the request of the Company, or any of its direct or indirect subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in any such capacity. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him/her in connection with the defense or settlement of such action, suit or proceeding (including, but not limited to the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to be indemnified against such Expenses actually and reasonably incurred by him/her which such court shall deem proper.

  • Right of the Committee The Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding.

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Proceeding Other Than a Proceeding by or in the Right of the Company The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).

  • Proceedings by or in the Right of the Company Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

  • Indemnity in Proceedings by or in the Right of the Corporation The Corporation shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, or any claim, issue or matter therein. No indemnification for Liabilities and Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!