Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Senetek PLC /Eng/), Warrant Agreement (Senetek PLC /Eng/)
Call Rights. Provided that no Event (a) If the employment with the Company or any of Default as described in its ----------- Section 9 Subsidiaries of any Management Shareholder terminates for any reason (including, without limitation, due to death or disability of such Management Shareholder) prior to the Securities Purchase Agreement has occurredLapse Date with respect to such Management Shareholder, upon ninety the Company (90or its designee(s)) days prior written notice shall have the option to purchase (the "Call NoticeRights") ), and such Management Shareholder shall be required to sell to the holders Company (or to any such designee(s)), if the Company exercises the Call Rights, any or all Shares held by such Management Shareholder, at a price per share equal to the applicable purchase price determined pursuant to Section 3.2 hereof; provided, however, that in the case of a termination of employment without Cause, a resignation from employment with Good Reason or the death or disability of the Warrantsemployee, the Company may exercise its Call Rights only with the approval of one Management Director (as such term is defined in the Investor Shareholders Agreement).
(b) If the Company does not exercise its Call Rights with respect to such Management Shareholder within 60 days of such Management Shareholder's termination of employment (other than becasuse of a failure to obtain the approval of one Management Director as contemplated by the proviso of Section 3.1(a)), then the Investors and the Tier I Senior Managers shall have the same Call Rights for a period of 30 days effective immediately upon the expiration of the 60-day period described in this Section 3.1(b). If more than one Investor or Tier I Senior Manager exercises its Call Rights with respect to such Management Shareholder, each such Investor or Tier I Senior Manager shall have the right to call and require purchase the number of such holders to sell Shares equal to the Company all product of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price number of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; subject to such Call Rights and (ii) the average daily trading volume quotient of (A) such Investor's or Tier I Senior Manager's percentage ownership in the Ordinary Shares and (B) the aggregate percentage ownership in the Ordinary Shares of such Investor or Tier I Senior Manager and all other Investors and Tier I Senior Managers exercising such Call Rights; provided, that for purposes of determining such quotient only Ordinary Shares held by Tier I Senior Managers which are not subject to a Restricted Share Agreement or with respect to which such Tier I Senior Managers' interests have fully vested as of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) date of the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase exercise of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8Call Rights, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of the applicable Restricted Share Agreements, shall be taken into account.
(c) Upon the termination of such Management Shareholder's employment, the Company shall deliver written notice to such Management Shareholder within 60 days (if at all) of such termination indicating its intention to exercise its Call Rights. The Company's decision whether to exercise its Call Rights in the case of a termination of employment of a Rollover Management Shareholder without Cause or for Good Reason shall, subject to the proviso of Section 3.1(a), be determined by the Compensation Committee of the Board. Any Investor or Tier I Senior Manager exercising its Call Rights pursuant to Section 3.1(b) hereof shall deliver written notice to such Management Shareholder of such exercise within 30 days of the expiration of the 60-day period referred to in Section 3.1(b) hereof.
(d) Regardless of whether the Company or any of the Investors or Tier I Senior Managers exercise their respective Call Rights within the period prescribed by this WarrantSection 3.1, if a Management Shareholder continues to own Shares, then he or she shall continue to be bound by the terms of this Agreement.
Appears in 1 contract
Samples: Management Shareholders Agreement (Seagate Technology Malaysia Holding Co Cayman Islands)
Call Rights. Provided that no Event of Default as described Notwithstanding anything herein or in ----------- the Other Agreements to the contrary (including Section 9 3.7 of the Securities Purchase Agreement has occurredShareholders Agreement), upon ninety (90the Participant and the Company agree that the provisions of this Section 6(e) days prior written notice (the "Call Notice") shall apply with respect to the holders Vested Shares and any shares into which such Vested Shares are exchanged or converted in connection with or prior to any IPO (collectively, the “Subject Shares”).
(i) Within 270 days following a Participant’s Termination of the WarrantsRelationship for any reason, the Company shall have the right (but not the obligation) to call repurchase all or any portion of the Subject Shares, and require such holders the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company all of from repurchasing additional Subject Shares held by such holder's Warrants then outstanding Participant (or Permitted Transferee) at a later date or dates within the termination of such ninety (90) 270-day period if: described above.
(ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(e), the Company shall deliver to such Participant (or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) that sets forth (i) the closing sale price number of Subject Shares the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCompany is repurchasing, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume an indication of the Company's American Depositary price to be paid for each such Subject Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act anticipated closing date of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the such transaction. The Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase right to revoke the Repurchase Notice at any time prior to the consummation of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two repurchase.
(2iii) Business Days Any repurchase of the receipt Subject Shares by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled pursuant to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantSection 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made:
(A) with respect to Subject Shares that are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company;
(B) with respect to Subject Shares that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the volume weighted average closing trading price on the principal exchange where the Subject Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice; and
(C) with respect to Subject Shares that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Subject Share equal to original per Subject Share Purchase Price paid by the Participant, if any, for such Subject Share.
(iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the outstanding Subject Shares then owned by such Participant (or Permitted Transferee) that are sold pursuant to this Section 6(e) shall automatically be transferred, sold and assigned to the Company and the Secretary of the Company shall automatically and irrevocably be appointed to transfer such Subject Shares to the Company on the books of the Company with full power of substitution. For purposes of this Section 6(e), the “Repurchase Price” means the price referred to in Sections 6(e)(iii)(A)-(C), as applicable.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Athene Holding LTD)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 of (a) IDT Investments may, at its sole option, by written notice to the Securities Purchase Agreement has occurred, upon ninety relevant party (90or parties) delivered not more than thirty (30) days prior to, or within thirty (30) days after, the second anniversary of the date hereof, require AT&T Sub to transfer, within ten (10) days of providing such written notice (but in no event prior to the second anniversary of the date hereof), six (6) of the Class A Membership Interests held by AT&T Sub in exchange for cash and stock of IDT Investments (the "Call NoticeIDT Investments Call"), and Liberty Sub may, at its sole option, require AT&T Sub to transfer on such second anniversary twenty three (23) of the Class A Membership Interests held by AT&T Sub in exchange for cash and stock of Liberty Sub (the "Liberty Sub Call"), in either case valued at the Class A Fair Market Value of such Membership Interests, calculated as of such second anniversary.
(b) The Class A Fair Market Value required to be paid with respect to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the IDT Investments Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two ten (210) Business Days days after the IDT Investments Call is exercised (but in no event prior to the second anniversary of the receipt date hereof), with at least 90% to be paid in cash and the remaining portion to be paid in IDT Investments Preferred Stock, with the exact combination to be determined in the sole discretion of IDT Investments. Such satisfaction of the IDT Investments Call shall, at the option of IDT Investments, be structured in the most tax efficient manner as determined by IDT Investments; provided, that such structuring shall not change the Company payment terms of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant IDT Investments Call described above
(c) The Class A Fair Market Value required to be paid with respect to the Liberty Sub Call shall be entitled paid within ten (10) days after the Liberty Sub Call is exercised (but in no event prior to exercise the Warrant second anniversary of the date hereof), with at least 90% to be paid in cash and sell the underlying Warrant Shares during such ninety (90) day period remaining portion to be paid in accordance Liberty Sub Preferred Stock, with the exact combination to be determined in the sole discretion of Liberty Sub. Such satisfaction of the Liberty Sub Call shall, at the option of Liberty Sub, be structured in the most tax efficient manner as determined by Liberty Sub; provided, that such structuring shall not change the payment terms of this Warrantthe Liberty Sub Call described above.
(d) The IDT Investments Call may be assigned by IDT Investments or any of its Affiliates to Liberty Sub at any time without the consent of AT&T or AT&T Sub; provided, however, that if the IDT Investments Call is assigned to Liberty Sub or any of its Affiliates, Liberty Sub or its Affiliate, as the case may be, shall be permitted to satisfy the IDT Investments Call in part by delivering to AT&T Sub shares of Liberty Sub Preferred Stock to the extent IDT Investments would have been permitted to satisfy the IDT Investments Put in part by delivering to AT&T Sub shares of IDT Investments Preferred Stock.
(e) The Liberty Sub Call may be assigned by Liberty Sub to IDT Investments or any of its Affiliates at any time without the consent of AT&T or AT&T Sub; provided, however, that if the Liberty Sub Call is assigned to IDT Investments or any of its Affiliates, IDT Investments or its Affiliate, as the case may be, shall be permitted to satisfy the Liberty Sub Put in part by delivering to AT&T Sub shares of IDT Investments Preferred Stock to the extent Liberty Sub would have been permitted to satisfy the Liberty Sub Put in part by delivering to AT&T Sub shares of Liberty Sub Preferred Stock.
Appears in 1 contract
Call Rights. Provided that no Event the Common Stock of Default as described in ----------- the Company has been listed on the Nasdaq SmallCap Market or National Market or any national securities exchange pursuant to Section 9 4d of the Securities Purchase Agreement, during the first three years from the date of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the WarrantsWarrants issued pursuant to the Securities Purchase Agreement, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares Common Stock on the Nasdaq SmallCap or National Market or any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are Common Stock is then listed or quoted, equals or exceeds seven dollars ($3.00 7.00) for twenty ten (2010) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares Common Stock for such twenty ten trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in Common Stock purchasable upon exercise of the Settlement Agreement referred to in the Securities Purchase Agreement) Warrants have been registered for resale resale, in accordance with the Registration Rights Agreement, pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) 2 herein. Any such notice Call Notice shall comply with Section 14 below 14.2 above and shall specify the date for purchase of such Warrants. The purchase price for each called warrant Warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 814.10, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares Stock during such ninety (90) day period in accordance with the terms of this Warrant.
Appears in 1 contract
Call Rights. Provided that no Event of Default as described in ----------- Section 9 of (a) IDT Investments may, at its sole option, by written notice to the Securities Purchase Agreement has occurred, upon ninety relevant party (90or parties) delivered not more than thirty (30) days prior to, or within thirty (30) days after, the second anniversary of the date hereof, require AT&T Sub to transfer, within ten (10) days of providing such written notice (but in no event prior to the second anniversary of the date hereof), six (6) of the Class A Membership Interests held by AT&T Sub in exchange for cash and stock of IDT Investments (the "Call NoticeIDT Investments Call"), and Liberty Sub may, at its sole option, require AT&T Sub to transfer on such second anniversary twenty three (23) of the Class A Membership Interests held by AT&T Sub in exchange for cash and stock of Liberty Sub (the "Liberty Sub Call"), in either case valued at the Class A Fair Market Value of such Membership Interests, calculated as of such second anniversary.
(b) The Class A Fair Market Value required to be paid with respect to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the IDT Investments Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two ten (210) Business Days days after the IDT Investments Call is exercised (but in no event prior to the second anniversary of the receipt date hereof), with at least 90% to be paid in cash and the remaining portion to be paid in IDT Investments Preferred Stock, with the exact combination to be determined in the sole discretion of IDT Investments. Such satisfaction of the IDT Investments Call shall, at the option of IDT Investments, be structured in the most tax efficient manner as determined by IDT Investments; provided, that such structuring shall not change the Company payment terms of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant IDT Investments Call described above
(c) The Class A Fair Market Value required to be paid with respect to the Liberty Sub Call shall be entitled paid within ten (10) days after the Liberty Sub Call is exercised (but in no event prior to exercise the Warrant second anniversary of the date hereof), with at least 90% to be paid in cash and sell the underlying Warrant Shares during such ninety (90) day period remaining portion to be paid in accordance Liberty Sub Preferred Stock, with the exact combination to be determined in the sole discretion of Liberty Sub. Such satisfaction of the Liberty Sub Call shall, at the option of Liberty Sub, be structured in the most tax efficient manner as determined by Liberty Sub; provided, that such structuring shall not change the payment terms of this Warrantthe Liberty Sub Call described above.
(d) The IDT Investments Call may be assigned by IDT Investments or any of its Affiliates to Liberty Sub at any time without the consent of AT&T or AT&T Sub; provided, however, that if the IDT Investments Call is assigned to Liberty Sub or any of its Affiliates, Liberty Sub or its Affiliate, as the case may be, shall be permitted to satisfy the IDT Investments Call in part by delivering to AT&T Sub shares of Liberty Sub Preferred Stock to the extent IDT Investments would have been permitted to satisfy the IDT Investments Put in part by delivering to AT&T Sub shares of IDT Investments Preferred Stock.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Liberty Media Corp /De/)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 19331993, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.
Appears in 1 contract
Call Rights. Provided that no Event (a) Upon the terms and subject to the conditions of Default this Agreement, WWI (or such affiliate of WWI as described in ----------- Section 9 of shall be designated by WWI) shall have the Securities Purchase Agreement has occurredright and option (the "Call Option"), upon ninety (90) days prior exercisable by written notice (the "Call Notice") delivered to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding Heinz by registered mail or by overnight courier at the termination of such ninety (90) day period if: any time (i) after the closing sale price earlier to occur of (A) May 15, 2002 and (B) the date Artal could have delivered (without giving effect to the provisions of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20Letter Agreement) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares a Sale Notice (as defined in the Settlement Agreement referred to in the Securities Purchase Stockholders' Agreement) to Heinz pursuant to Section 2.3 of the Stockholders' Agreement, provided that in no event shall such date be earlier than August 15, 2001 and (ii) on or before August 15, 2002 (the "Call Exercise Period") stating that WWI (or such affiliate of WWI) intends to exercise its right pursuant to this Section 1.2, to purchase from Heinz and to cause Heinz to sell to WWI (or such affiliate of WWI) any or all of the Subject Shares not previously purchased pursuant to Section 1.1 hereof (the "Call Shares") for an aggregate purchase price equal to the Call Price (as hereinafter defined). The Call Notice shall also specify the Call Date (as hereinafter defined). The Call Notice shall be deemed to have been delivered (A) five business days after being mailed by registered for resale mail (return receipt requested and postage prepaid) to the recipient or (B) one business day after being sent by overnight courier (receipt confirmation requested). If WWI fails to deliver a Call Notice during the Call Exercise Period, WWI shall have forfeited the Call Option.
(b) For purposes hereof, the term "Call Price" shall mean the Call Price Per Share multiplied by the number of Call Shares. Subject to adjustment pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeSection 1.3 hereof, the Company "Call Price Per Share" shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrantequal $19.00.
Appears in 1 contract
Samples: Put/Call Agreement (Weight Watchers International Inc)
Call Rights. Provided that no (a) At any time during the period beginning after occurrence of a Call Event of Default as described in ----------- Section 9 and ending on the fifth (5th) anniversary of the Securities Purchase Agreement has occurredFirst Warrant Effective Date, upon ninety not less than twenty (9020) days prior written notice (the "to a Call Notice") to the holders of the WarrantsEvent, the Company shall have give to the right Holder written notice of such Call Event (the “Call Event Notice”), which shall set forth in reasonable detail a description of the transactions expected to call result in such Call Event and the anticipated effective date thereof.
(b) The Company may require such holders the Holder to sell all or any portion of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) to the Company by notifying the Holder in writing (the “Call Notice”) of its desire to cause the Holder to sell all (or any portion) of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) (the “Call”) at a price equal to the Call Price if all of such holder's Warrants then outstanding at the termination of such ninety Holder’s Equity Interest (90issued or represented by this Warrant, including any successor Warrant(s)) day period if: (i) are required to be sold pursuant to the closing sale price Call, or, if only a portion of the Company's American Depositary Shares on Holder’s Equity Interest (issued or represented by this Warrant, including any national securities exchange successor Warrant(s)) is required to be sold pursuant to the Call, an amount equal to the percentage of the total Call Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Interest (issued or automatic quotation system on which represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Call, then the Company will pay 50% of the total Call Price for such portion of the Holder’s Equity Interest). A Call Notice may not be given if the Holder has previously provided the Company with a Put Notice.
(c) The rights of the Company pursuant to this Section 4.3 may be waived by the Company's American Depositary Shares are then listed , notwithstanding delivery of a Call Notice, at any time on or quoted, equals or exceeds $3.00 for twenty prior to the tenth (2010th) consecutive trading days; and (ii) Business Day after the average daily trading volume determination of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and Call Price.
(iiid) Within ten (10) Business Days following the American Depositary Shares representing 2,105,715 Warrant Exercise Shares delivery of a Call Notice (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act or, if applicable, immediately upon consummation of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeEvent if later), the Company shall have complied with Section 1(apurchase, and the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) herein. Any such notice shall comply with Section 14 below and shall specify specified in the date for purchase of such Warrants. The purchase price for each called warrant shall be Call Notice at the Exercise Price and shall be paid within two (2) Business Days offices of the receipt Company (the “Call Closing”).
(e) At the Call Closing, the Holder shall deliver to the Company the Warrant, if any, and the Company shall deliver to the Holder an amount equal to the Call Price corresponding to the Holder's Warrant and/or Equity Interest underlying same, by cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account designated by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantHolder.
Appears in 1 contract
Samples: Warrant Agreement (Twinlab Consolidated Holdings, Inc.)
Call Rights. Provided that no Event of Default as described Notwithstanding anything herein or in ----------- the Other Agreements to the contrary (including Section 9 3.7 of the Securities Purchase Agreement has occurredShareholders Agreement), upon ninety (90the Participant and the Company agree that the provisions of this Section 6(e) days prior written notice (the "Call Notice") shall apply with respect to the holders Vested Shares (“Subject Shares”).
(i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the Warrantsdate on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to call repurchase all or any portion of the Subject Shares, and require such holders the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company all of from repurchasing additional Subject Shares held by such holder's Warrants then outstanding Participant (or Permitted Transferee) at a later date or dates within the termination of 270-day period(s) described above.
(ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(e), the Company shall deliver to such ninety Participant (90or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) day period if: that sets forth (i) the closing sale price number of Subject Shares the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCompany is repurchasing, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume an indication of the Company's American Depositary price to be paid for each such Subject Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act anticipated closing date of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the such transaction. The Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase right to revoke the Repurchase Notice at any time prior to the consummation of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two repurchase.
(2iii) Business Days Any repurchase of the receipt Subject Shares by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled pursuant to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantSection 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made:
(A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 3 Preference Amount (defined below);
(B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice less the Group 3 Preference Amount; and
(C) with respect to Vested Shares which are repurchased following a Termination of Relationship for Cause, in cash at a price per Vested Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Athene Holding LTD)
Call Rights. Provided that no Event of Default as described Notwithstanding anything herein or in ----------- the Other Agreements to the contrary (including Section 9 3.7 of the Securities Purchase Agreement has occurredShareholders Agreement), upon ninety (90the Participant and the Company agree that the provisions of this Section 6(d) days prior written notice (the "Call Notice") shall apply with respect to the holders Vested Shares (“Subject Shares”).
(i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the Warrantsdate on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to call repurchase all or any portion of the Subject Shares, and require such holders the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(d). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(d) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company all of from repurchasing additional Subject Shares held by such holder's Warrants then outstanding Participant (or Permitted Transferee) at a later date or dates within the termination of 270-day period(s) described above.
(ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(d), the Company shall deliver to such ninety Participant (90or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) day period if: that sets forth (i) the closing sale price number of Subject Shares the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCompany is repurchasing, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume an indication of the Company's American Depositary price to be paid for each such Subject Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act anticipated closing date of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the such transaction. The Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase right to revoke the Repurchase Notice at any time prior to the consummation of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two repurchase.
(2iii) Business Days Any repurchase of the receipt Subject Shares by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled pursuant to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantSection 6(d) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(d) shall be made:
(A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 1 Preference Amount (defined below);
(B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice less the Group 1 Preference Amount; and
(C) with respect to Vested Shares which are repurchased following a Termination of Relationship for Cause, in cash at a price per Vested Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Athene Holding LTD)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 (a) If the Management Holder Representative does not exercise the D Shares Put Right, then at any time during the D Shares Call Period, TUNI shall have the right, but not the obligation, to require the Management Holders to sell to TUNI all of the Securities Purchase Agreement has occurredOrdinary D Shares then held by the Management Holders (the “D Shares Call Right”). TUNI may exercise such right, upon ninety (90) days prior if at all, by providing written notice thereof (the "a “Call Notice"”) to the holders Management Holder Representative prior to the expiration of the WarrantsD Shares Call Period.
(b) If the Management Holder Representative does not exercise the E Shares Put Right, then at any time during the Company E Shares Call Period, TUNI shall have the right right, but not the obligation, to call and require such holders the Management Holders to sell to the Company TUNI all of the Ordinary E Shares then held by the Management Holders (the “E Shares Call Right”). TUNI may exercise such holder's Warrants then outstanding right, if at all, by providing a Call notice to the termination of such ninety (90) day period if: (i) Management Holder Representative prior to the closing sale price expiration of the Company's American Depositary E Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares Call Period. **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; identified by asterisks and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) enclosed by brackets. The confidential portions have been registered for resale pursuant to a registration statement declared effective under filed separately with the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission
(c) If the Management Holder Representative does not exercise the F Shares Put Right, and (iv) then at any time during the 90 day period commencing on F Shares Call Period, TUNI shall have the date right, but not the holder obligation, to require the Management Holders to sell to TUNI all of this Warrant receives the Ordinary F Shares then held by the Management Holders (the “F Shares Call Right”). TUNI may exercise such right, if at all, by providing a Call notice to the Management Holder Representative prior to the expiration of the F Shares Call Period.
(d) If TUNI delivers a Call Notice pursuant to any of Sections 4.2(a) through (d), then immediately prior to the consummation of the Call NoticeRight to which such Call Notice relates, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days Management Holder Representative, on behalf of the receipt by applicable Management Holders, shall fully exercise all Options with respect to the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled Shares to exercise the Warrant and sell the underlying Warrant Shares during which such ninety (90) day period in accordance with the terms of this WarrantCall Notice relates.
Appears in 1 contract
Samples: Agreement With Respect to Certain Shares and Options (TransUnion)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 (a) Following the occurrence of the Securities Purchase Agreement has occurreddeath or Disability of JG, HHC shall have the right, upon ninety (90) days prior written notice (the "a “Call Notice"”) to JG Topco (or upon receipt of updated notice information from his duly authorized executor or legal guardian or legal representative as applicable (the holders of the Warrants, the Company shall have the right to call and require “JG Executor”) together with supporting detail evidencing such holders to sell authority to the Company all reasonable satisfaction of such holder's Warrants then outstanding at HHC, to the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedJG Executor), equals or exceeds $3.00 for twenty (20) consecutive trading days; to elect to purchase JG TopCo and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period its Permitted Transferees’ Interests in accordance with the terms of this WarrantSection 7.4 (a “Call”). Upon delivery of a Call Notice, all of the voting, consent and approval rights (including with respect to Major Decisions) of JG TopCo, its Permitted Transferees and the JG Directors under this Agreement shall automatically terminate, provided that such rights shall be reinstated in the event HHC does not make the Call Payment when due and comply with the other terms of this Section 7.4.
(b) The amount paid for JG TopCo and its Permitted Transferees’ Interests sold pursuant to a Call shall be the Fair Market Value as of the delivery of the Call Notice, paid in cash (subject to deduction of expenses in accordance with Section 7.4(c), the “Call Payment”). The transfer documentation effecting the Call shall be in form and substance reasonably acceptable to HHC (which for the avoidance of doubt shall include representations and warranties substantially the same as those made by JG TopCo in the MIPA), transferring JG TopCo and its Permitted Transferees’ Interests to HHC free and clear of all liens or encumbrances, other than under applicable securities laws and this Agreement. The closing of any purchase and sale of JG TopCo and its Permitted Transferees’ Interests pursuant to a Call shall occur at the offices of the Company on the tenth Business Day after the final determination of the Fair Market Value thereof in accordance with Sections 7.4(c) (or, if later, five (5) Business Days after all governmental or third party approvals required for the purchase and sale have been obtained) or at such other place, date and time mutually agreed upon by HHC and JG TopCo (or the JG Executor, as applicable).
(c) For the period ending 30 days after delivery of a Call Notice (the “Negotiation Period”), HHC and JG TopCo (or the JG Executor, as applicable) shall in good faith negotiate the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests. In the event that HHC and JG TopCo (or the JG Executor, as applicable) agree thereon, such agreed upon value shall be the Fair Market Value payable for such Interests. In the event that HHC and JG TopCo (or the JG Executor, as applicable) do not agree thereon within the Negotiation Period, then either HHC or JG TopCo (or the JG Executor, as applicable) may begin a “baseball arbitration” by giving the other written notice thereof (an “Arbitration Notice”). Within 30 days after the giving of an Arbitration Notice, HHC and JG TopCo (or the JG Executor, as applicable) shall (a) jointly select an independent nationally-recognized investment banking firm or valuation firm experienced in valuing businesses such as the Company who has not been hired or provided services to either HHC or JG TopCo (or the JG Executor, as applicable), or their respective Affiliates, within the last three years (but in the event they cannot agree on such a firm during such 30-day period, then the ICC International Centre for ADR will select such a firm pursuant to the ICC Rules for the Appointment of Experts and Neutrals) (the “Arbitrator”) and (b) each submit to the other (and to the Arbitrator) its calculation of the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests. The Arbitrator shall be instructed to choose the party (HHC or JG TopCo (or the JG Executor, as applicable)) whose calculation of the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests is closer to the calculation thereof by the Arbitrator, and such Party’s Fair Market Value calculation shall be the Fair Market Value of JG TopCo and its Permitted Transferees’ Interests for purposes of such Call, such determination being final and binding upon each Party and non-appealable. HHC and JG TopCo (or the JG Executor, as applicable) shall direct the Arbitrator to render its determination within 30 days following the submission of the dispute to the Arbitrator. In acting hereunder, the Arbitrator shall be acting as an appraising expert and not as an arbitrator. For purposes of determining Fair Market Value, the parties shall cooperate with and make available to each other and their respective Representatives and the Arbitrator (if applicable) all information, records and other data as may be reasonably required in connection with determining Fair Market Value and the resolution of any disputes with respect thereto. In connection with the resolution of any such dispute by the Arbitrator, each of HHC and JG TopCo (or the JG Executor, as applicable) and their respective Representatives shall have a reasonable opportunity to jointly meet with the Arbitrator to provide their respective views as to any disputed issues with respect to the determination of Fair Market Value. The fees and expenses of the Arbitrator and the other reasonable out-of-pocket fees and expenses of the party that was selected by the Arbitrator incurred in connection with this Section 7.4 shall be borne, in their entirety, by the party that was not selected by the Arbitrator.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Seaport Entertainment Group Inc.)
Call Rights. Provided that no Event of Default as described Notwithstanding anything herein or in ----------- the Other Agreements to the contrary (including Section 9 3.7 of the Securities Purchase Agreement has occurredShareholders Agreement), upon ninety (90the Participant and the Company agree that the provisions of this Section 6(e) days prior written notice (the "Call Notice") shall apply with respect to the holders Vested Shares (“Subject Shares”).
(i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the Warrantsdate on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to call repurchase all or any portion of the Subject Shares, and require such holders the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 6(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 6(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company all of from repurchasing additional Subject Shares held by such holder's Warrants then outstanding Participant (or Permitted Transferee) at a later date or dates within the termination of 270-day period(s) described above.
(ii) In the event that the Company wishes to exercise its rights pursuant to this Section 6(e), the Company shall deliver to such ninety Participant (90or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) day period if: that sets forth (i) the closing sale price number of Subject Shares the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCompany is repurchasing, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume an indication of the Company's American Depositary price to be paid for each such Subject Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act anticipated closing date of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the such transaction. The Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase right to revoke the Repurchase Notice at any time prior to the consummation of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two repurchase.
(2iii) Business Days Any repurchase of the receipt Subject Shares by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled pursuant to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantSection 6(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 6(e) shall be made:
(A) with respect to Vested Shares which are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company less the Group 2 Preference Amount (defined below);
(B) with respect to Vested Shares which are repurchased following an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Vested Share equal to the volume weighted average closing trading price of a Class A Share on the principal exchange where the Class A Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice less the Group 2 Preference Amount; and
(C) with respect to Vested Shares which are repurchased following a Termination of Relationship for Cause, in cash at a price per Vested Share equal to the original per Share Purchase Price paid by the Participant for such Vested Shares.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Athene Holding LTD)
Call Rights. Provided that no Event (a) If the employment with the Company or any ----------- of Default as described in ----------- Section 9 its Subsidiaries of any Management Shareholder terminates for any reason (including, without limitation, due to death or disability of such Management Shareholder) prior to the Securities Purchase Agreement has occurredLapse Date with respect to such Management Shareholder, upon ninety the Company (90or its designee(s)) days prior written notice shall have the option to purchase (the "Call NoticeRights") ), and such Management Shareholder shall be required to sell ----------- to the holders Company (or to any such designee(s)), if the Company exercises the Call Rights, any or all Shares held by such Management Shareholder, at a price per share equal to the applicable purchase price determined pursuant to Section 3.2 hereof; provided, however, that in the case of a termination of employment -------- ------- without Cause, a resignation from employment with Good Reason or the death or disability of the Warrantsemployee, the Company may exercise its Call Rights only with the approval of one Management Director (as such term is defined in the Investor Shareholders Agreement).
(b) If the Company does not exercise its Call Rights with respect to such Management Shareholder within 60 days of such Management Shareholder's termination of employment (other than becasuse of a failure to obtain the approval of one Management Director as contemplated by the proviso of Section 3.1(a)), then the Investors and the Tier I Senior Managers shall have the same Call Rights for a period of 30 days effective immediately upon the expiration of the 60-day period described in this Section 3.1(b). If more than one Investor or Tier I Senior Manager exercises its Call Rights with respect to such Management Shareholder, each such Investor or Tier I Senior Manager shall have the right to call and require purchase the number of such holders to sell Shares equal to the Company all product of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price number of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; subject to such Call Rights and (ii) the average daily trading volume quotient of (A) such Investor's or Tier I Senior Manager's percentage ownership in the Ordinary Shares and (B) the aggregate percentage ownership in the Ordinary Shares of such Investor or Tier I Senior Manager and all other Investors and Tier I Senior Managers exercising such Call Rights; provided, that for purposes of determining -------- such quotient only Ordinary Shares held by Tier I Senior Managers which are not subject to a Restricted Share Agreement or with respect to which such Tier I Senior Managers' interests have fully vested as of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) date of the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase exercise of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8Call Rights, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of the applicable Restricted Share Agreements, shall be taken into account.
(c) Upon the termination of such Management Shareholder's employment, the Company shall deliver written notice to such Management Shareholder within 60 days (if at all) of such termination indicating its intention to exercise its Call Rights. The Company's decision whether to exercise its Call Rights in the case of a termination of employment of a Rollover Management Shareholder without Cause or for Good Reason shall, subject to the proviso of Section 3.1(a), be determined by the Compensation Committee of the Board. Any Investor or Tier I Senior Manager exercising its Call Rights pursuant to Section 3.1(b) hereof shall deliver written notice to such Management Shareholder of such exercise within 30 days of the expiration of the 60-day period referred to in Section 3.1(b) hereof.
(d) Regardless of whether the Company or any of the Investors or Tier I Senior Managers exercise their respective Call Rights within the period prescribed by this WarrantSection 3.1, if a Management Shareholder continues to own Shares, then he or she shall continue to be bound by the terms of this Agreement.
Appears in 1 contract
Samples: Management Shareholders Agreement (Seagate Technology Holdings)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "“Call Notice"”) to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's ’s Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's ’s American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's ’s American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's ’s American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 15 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.
Appears in 1 contract
Call Rights. Provided that no Event of Default as described in ----------- Section 9 a. Following the third (3rd) anniversary of the Securities Purchase Agreement Closing Date until such time as a Public Offering has occurredbeen consummated, upon ninety Black Knight or Parent (90each, a “Calling Party”) days prior may, but shall not be required to, elect by written notice (the "“Call Notice"”) to the holders purchase all of the WarrantsCannae Units, all of the THL Units and/or all of the THL Holding Company Interests (such right, the Company “Call Right”) and, if such option is exercised, Cannae and THL (each, a “Called Party”), as applicable, shall have the right to call and require such holders to sell to the Company Calling Party all of the Cannae Units, all of the THL Units and/or all of the THL Holding Company Interests (subject to Section 8.2(i)) owned by such holder's Warrants then outstanding Called Party, as applicable (the “Called Units”), at a price per Unit equal to the Call Price.
b. The closing of the purchase by the Calling Party of the Called Units pursuant to Section 9.4(a) shall take place at the termination principal office of the Company on the date chosen by the Calling Party, which date shall in no event be more than thirty (30) days after determination of the Call Price (subject to any extension necessary to obtain any required regulatory or shareholder approvals as well as to ensure a shelf registration statement is effective on the purchase date, such extension to last no longer than 180 days from the delivery of such ninety (90) day period if: notice). If such date is not a business day, such purchase shall occur on the next succeeding business day. At such closing, (i) the closing sale price of Calling Party shall pay the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCalled Party, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume Called Party shall transfer the Called Units to the Calling Party, free and clear of any lien or encumbrance, with any documentation reasonably requested by the Calling Party to evidence such transfer, which documentation shall require the Called Party to make the representations and warranties in the immediately succeeding sentence. The transfer of the Company's American Depositary Shares for Called Units and acceptance of the aggregate Call Price of all Called Units by any Person selling such twenty trading day period exceeds 100,000 shares per dayCalled Units pursuant to this Section 9.4 shall be deemed accompanied with a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such Called Units; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Called Units as contemplated hereby; (3) such Called Units are free and clear of any and all liens or encumbrances; and (iii4) there is no adverse claim with respect to such Called Units.
c. The Calling Party may pay the American Depositary Shares representing 2,105,715 Warrant Exercise Shares aggregate Call Price of all Called Units in (as defined in i) lump-sum cash, by wire transfer of immediately available funds, (ii) Black Knight’s common stock (which common stock (A) shall be valued based on the Settlement Agreement referred to in average closing stock prices of Black Knight’s common stock for the Securities Purchase Agreementtwenty (20) have been trading days immediately preceding the date that Black Knight receives written notice of the approval of the Appraisal Price, (B) shall be restricted securities the resale of which shall be registered for resale immediately following the issuance of such common stock pursuant to a an effective shelf registration statement declared (which Black Knight shall ensure remains effective under with respect to Cannae or THL at least until the time at which Cannae or THL, as applicable, no longer owns more than 2% of the then outstanding shares of Black Knight’s common stock and any shares of Black Knight’s common stock then held by Cannae or THL, as applicable, are otherwise freely tradable pursuant to Rule 144 of the Securities Act without volume restrictions or other limitations, subject to customary blackout provisions in the event Black Knight is unable to file, amend or supplement such shelf registration statement or the applicable prospectus or prospectus supplement as a result of 1933, as amended, by the United States Securities and Exchange Commission, a pending material transaction or other material event) and (ivC) during the 90 day period commencing on the date the holder shall not be subject to a contractual lockup or any other trading restriction, except for trading restrictions applicable to affiliates and/or insiders and customary blackout periods) or (iii) a combination of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below cash and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two Black Knight common stock (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period valued in accordance with clause (ii)). The Calling Parties agree that, to the terms extent that they choose to pay the aggregate Call Price of this Warrantall Called Units with common stock of Black Knight, they shall use reasonable efforts to structure such purchase of Called Units in a manner that is tax efficient for the Calling Party and Cannae or THL, as applicable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cannae Holdings, Inc.)
Call Rights. Provided a. At any time, the Company shall have the right, in its sole discretion, to repurchase ("call") the Shares, if and to the extent then owned by Foothill (and not its assigns or transferees, except for a private assignee or transferee that no Event continues to have put rights and registration rights hereunder), and the Warrant, regardless of Default as described in ----------- Section 9 ownership thereof, at a purchase price of $5.28125 per share (the "Call Purchase Price") of Common Stock purchased or purchasable upon exercise of the Securities Purchase Agreement has occurred, upon ninety Warrant (90) days prior less any Warrant Price payable with respect to any portion of the Warrant then outstanding). Such call right shall be exercisable by written notice (the "Call Notice") given to Foothill (and any applicable assigns). The Company shall effect the holders repurchase of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares Securities (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933Call Notice by paying the purchase price therefor in cash to Foothill (and its assigns, as amended, applicable) not less than ten (10) nor more than thirty (30) days after delivery by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder Company of this Warrant receives the Call Notice; and at such time each holder shall deliver to the Company the Securities to be repurchased, properly endorsed for transfer. Without limiting the generality of the foregoing provisions of this paragraph, once any Shares have been sold or transferred pursuant to Rule 144 promulgated under the Act, or pursuant to an effective registration statement under the Act, the Company shall have complied no further call rights with Section 1(a) hereinrespect to such Shares. Any certificate representing Shares subject to the call right provided for herein shall bear the following legend: "THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A CALL RIGHT IN FAVOR OF THE ISSUER HEREOF PURSUANT TO A SECURITIES ISSUANCE AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR INSPECTION BY WRITTEN REQUEST TO THE COMPANY FROM ANY HOLDER OF THESE SHARES." If the Shares evidenced by any certificate bearing the foregoing legend cease to be subject to the call right provided for herein, the Company upon request and upon presentation by the holder thereof of the certificate bearing such notice shall comply legend will reissue a certificate for such Shares without such a legend.
b. Upon each adjustment in the Warrant Price pursuant to Section 4 hereof, (i) with Section 14 below and shall specify respect to the date for purchase unexercised portion of such Warrants. The purchase price for each called warrant this Warrant, the Call Purchase Price shall be the Exercise adjusted as if such Call Purchase Price and shall be paid within two (2) Business Days of the receipt were subject to adjustment by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Section 4 in the same manner as the Warrant Price, and (ii) with respect to Shares after exercise of all or the applicable portion of the Warrant, the Call Purchase Price shall be adjusted as if such Call Purchase Price were subject to adjustment by the terms of Sections 4(a) and 4(b) (and not Sections 4(c) though (e)) in the same manner as the Warrant Price.
Appears in 1 contract
Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the The Company shall have the right to call and ----------- require such holders the Holder(s) of this Warrant to sell to the Company all of such holderHolder's Warrants then outstanding at on the termination of such ninety date that is (90) day period if: days after the date on which written notice is given by the Company to the record Holder(s) of this Warrant of the Company's intent to exercise such call right if (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 7.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 50,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrantsthis Warrant. The purchase price for each called warrant Warrant shall be an amount equal to (A)(x) the average closing sale price of the Company's American Depositary Shares on the principal national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted during the twenty trading day period prior to the date of purchase of this Warrant, multiplied by (y) the number of Ordinary Shares issuable upon the exercise of this Warrant, minus (B) the aggregate Exercise Price and payable upon the exercise of this Warrant in full. The purchase price shall be paid within two (2) Business Days of the receipt by the Company by wire transfer of each Warrantimmediately available funds to an account designated by the Holder of this Warrant against delivery by such Holder of this Warrant to the Company for cancellation free and clear of all encumbrances. Notwithstanding anything else contained in this Section 8, the holder Holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.
Appears in 1 contract
Call Rights. Provided that no Event of Default as described Notwithstanding anything herein or in ----------- the Other Agreements to the contrary (including Section 9 3.7 of the Securities Purchase Agreement has occurredShareholders Agreement), upon ninety (90the Participant and the Company agree that the provisions of this Section 5(e) days prior written notice (the "Call Notice") shall apply with respect to the holders Vested Shares and any shares into which such Vested Shares are exchanged or converted in connection with or prior to any IPO (collectively, the “Subject Shares”).
(i) Within 270 days following a Participant’s Termination of the WarrantsRelationship for any reason, the Company shall have the right (but not the obligation) to call repurchase all or any portion of the Subject Shares, and require such holders the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 5(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 5(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company all of from repurchasing additional Subject Shares held by such holder's Warrants then outstanding Participant (or Permitted Transferee) at a later date or dates within the termination of such ninety (90) 270-day period if: described above.
(ii) In the event that the Company wishes to exercise its rights pursuant to this Section 5(e), the Company shall deliver to such Participant (or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) that sets forth (i) the closing sale price number of Subject Shares the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCompany is repurchasing, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume an indication of the Company's American Depositary price to be paid for each such Subject Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act anticipated closing date of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the such transaction. The Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase right to revoke the Repurchase Notice at any time prior to the consummation of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two repurchase.
(2iii) Business Days Any repurchase of the receipt Subject Shares by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled pursuant to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantSection 5(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 5(e) shall be made:
(A) with respect to Subject Shares that are repurchased prior to an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company;
(B) with respect to Subject Shares that are repurchased after an IPO, if the Termination of Relationship occurred for any reason other than Cause, in cash at a price per Subject Share equal to the volume weighted average closing trading price on the principal exchange where the Subject Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice; and
(C) with respect to Subject Shares that are repurchased following a Termination of Relationship for Cause (whether before or after an IPO), in cash at a price per Subject Share equal to original per Subject Share Purchase Price paid by the Participant, if any, for such Subject Share.
(iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the outstanding Subject Shares then owned by such Participant (or Permitted Transferee) that are sold pursuant to this Section 5(e) shall automatically be transferred, sold and assigned to the Company and the Secretary of the Company shall automatically and irrevocably be appointed to transfer such Subject Shares to the Company on the books of the Company with full power of substitution. For purposes of this Section 5(e), the “Repurchase Price” means the price referred to in Sections 5(e)(iii)(A)-(C), as applicable.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Athene Holding LTD)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred, upon ninety (90) days prior written notice (the "Call Notice") to the holders of the Warrants, the Company shall have the right to call and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.
Appears in 1 contract
Call Rights. Provided that no Event of Default as described in ----------- Section 9 From and after the second (2ND) anniversary of the Securities Purchase Agreement has occurredSigning Date, upon ninety the Company may purchase all or any portion of this Right at the Call Redemption Price by delivery of a written notice to the Holder (90each, a “Call Right Notice”), which Call Right Notice shall specify that portion of this Right that the Company shall redeem pursuant to this Section 8 (which portion shall be determined by a number of Common Shares represented by this Right on the Call Demand Date as specified by the Company in such Call Right Notice, which shall be a date no later than thirty (30) days prior written notice after the Call Right Notice is sent (the "“Call Notice") to Payment Date”). On the holders of the WarrantsCall Payment Date, the Company shall have pay the Call Redemption Price payable to such Holder at the Company’s option, either (i) in cash, by wire transfer of immediately available funds, (ii) by executing and delivering to the Holder of this Right a promissory note in the form attached hereto as Exhibit B, having a principal amount equal to the Call Redemption Price payable to the Holder, or (iii) any combination of cash or promissory note, and if the election made pursuant to this Section 8 is only with respect to a portion of this Right, the Company shall issue to the Holder a new Right or Rights of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares called for on the face of this Right minus the number of Common Shares representing that portion of the Right being redeemed, as set forth in the applicable Call Right Notice. Holders of Rights shall surrender this Right (or an affidavit of loss in form and substance reasonably satisfactory to the Company). Assuming compliance by the Company with its obligation to pay hereunder on the Call Payment Date, the right to call exercise this right for Shares that are being redeemed hereunder pursuant to this Section 8 shall terminate, and require such holders to sell to the Company all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: this Right shall represent (i) the closing sale price right of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which Holder to receive the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; applicable Call Redemption Price from the Company in accordance with this Section 8 and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant case of a redemption only with respect to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder portion of this Warrant receives Right, a new Right or Rights for the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase remaining portion of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained this Right as described in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this Warrant.
Appears in 1 contract
Samples: Securities Purchase Agreement (RAIT Financial Trust)
Call Rights. Provided that no (a) At any time during the period beginning after occurrence of a Call Event of Default as described in ----------- Section 9 and ending on the fifth (5th) anniversary of the Securities Purchase Agreement has occurreddate hereof, upon ninety not less than twenty (9020) days prior written notice (the "to a Call Notice") to the holders of the WarrantsEvent, the Company shall have give to the right Holder written notice of such Call Event (the “Call Event Notice”), which shall set forth in reasonable detail a description of the transactions expected to call result in such Call Event and the anticipated effective date thereof.
(b) The Company may require such holders the Holder to sell all or any portion of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) to the Company by notifying the Holder in writing (the “Call Notice”) of its desire to cause the Holder to sell all (or any portion) of its Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) (the “Call”) at a price equal to the Call Price if all of such holder's Warrants then outstanding at the termination of such ninety Holder’s Equity Interest (90issued or represented by this Warrant, including any successor Warrant(s)) day period if: (i) are required to be sold pursuant to the closing sale price Call, or, if only a portion of the Company's American Depositary Shares on Holder’s Equity Interest (issued or represented by this Warrant, including any national securities exchange successor Warrant(s)) is required to be sold pursuant to the Call, an amount equal to the percentage of the total Call Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Interest (issued or automatic quotation system on which represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Call, then the Company will pay 50% of the total Call Price for such portion of the Holder’s Equity Interest). A Call Notice may not be given if the Holder has previously provided the Company with a Put Notice.
(c) The rights of the Company pursuant to this Section 4.3 may be waived by the Company's American Depositary Shares are then listed , notwithstanding delivery of a Call Notice, at any time on or quoted, equals or exceeds $3.00 for twenty prior to the tenth (2010th) consecutive trading days; and (ii) Business Day after the average daily trading volume determination of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and Call Price.
(iiid) Within ten (10) Business Days following the American Depositary Shares representing 2,105,715 Warrant Exercise Shares delivery of a Call Notice (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act or, if applicable, immediately upon consummation of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call NoticeEvent if later), the Company shall have complied with Section 1(apurchase, and the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) herein. Any such notice shall comply with Section 14 below and shall specify specified in the date for purchase of such Warrants. The purchase price for each called warrant shall be Call Notice at the Exercise Price and shall be paid within two (2) Business Days offices of the receipt Company (the “Call Closing”).
(e) At the Call Closing, the Holder shall deliver to the Company the Warrant, if any, and the Company shall deliver to the Holder an amount equal to the Call Price corresponding to the Holder's Warrant and/or Equity Interest underlying same, by cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account designated by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantHolder.
Appears in 1 contract
Samples: Warrant Agreement (Twinlab Consolidated Holdings, Inc.)
Call Rights. Provided that no Event of Default as described Notwithstanding anything herein or in ----------- the Other Agreements to the contrary (including Section 9 3.7 of the Securities Purchase Agreement has occurredShareholders Agreement), upon ninety (90the Participant and the Company agree that the provisions of this Section 5(e) days prior written notice (the "Call Notice") shall apply with respect to the holders Vested Shares and any shares into which such Vested Shares are exchanged or converted in connection with or prior to any IPO (collectively, the “Subject Shares”).
(i) Within 270 days following a Participant’s Termination of Relationship for any reason (or the Warrantsdate on which the Restricted Shares become Vested Shares, if later), the Company shall have the right (but not the obligation) to call repurchase all or any portion of the Subject Shares, and require such holders the Participant shall be obligated to sell any such Subject Shares in accordance with this Section 5(e). Any Permitted Transferee that received Subject Shares pursuant to clause (b) of the definition of Permitted Transfer as set forth in the Shareholders Agreement shall be subject to this Section 5(e) as if such Permitted Transferee and the Participant through which such Permitted Transferee received such Subject Shares are one and the same. For the avoidance of doubt, the Company’s repurchase of a portion of the Subject Shares held by the Participant (or Permitted Transferee) shall not preclude the Company all of from repurchasing additional Subject Shares held by such holder's Warrants then outstanding Participant (or Permitted Transferee) at a later date or dates within the termination of 270-day period(s) described above.
(ii) In the event that the Company wishes to exercise its rights pursuant to this Section 5(e), the Company shall deliver to such ninety Participant (90or his or her heirs or representatives), a timely written notice (the “Repurchase Notice”) day period if: that sets forth (i) the closing sale price number of Subject Shares the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quotedCompany is repurchasing, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume an indication of the Company's American Depositary price to be paid for each such Subject Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act anticipated closing date of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the such transaction. The Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase right to revoke the Repurchase Notice at any time prior to the consummation of such Warrants. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two repurchase.
(2iii) Business Days Any repurchase of the receipt Subject Shares by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled pursuant to exercise the Warrant and sell the underlying Warrant Shares during such ninety (90) day period in accordance with the terms of this WarrantSection 5(e) shall be consummated on a date (the “Repurchase Date”) within thirty (30) calendar days following delivery of a Repurchase Notice. Any repurchase of Subject Shares by the Company pursuant to the terms of this Section 5(e) shall be made:
(A) with respect to Subject Shares that are repurchased prior to an IPO, in cash at a price per Subject Share equal to the Fair Market Value of a Class A Share as most recently reported to Shareholders by the Company;
(B) with respect to Subject Shares that are repurchased after an IPO, in cash at a price per Subject Share equal to the volume weighted average closing trading price on the principal exchange where the Subject Shares are traded during the 60-trading day period immediately preceding the date of the Repurchase Notice.
(iv) The Repurchase Price (defined below) shall be paid in a lump sum cash payment on the Repurchase Date. The Participant (or Permitted Transferee) hereby agrees that upon his or her receipt of such Repurchase Price, the outstanding Subject Shares then owned by such Participant (or Permitted Transferee) that are sold pursuant to this Section 5(e) shall automatically be transferred, sold and assigned to the Company and the Secretary of the Company shall automatically and irrevocably be appointed to transfer such Subject Shares to the Company on the books of the Company with full power of substitution. For purposes of this Section 5(e), the “Repurchase Price” means the price referred to in Section 5(e)(iii), as applicable.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Athene Holding LTD)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 Upon the termination of the Securities Purchase Agreement has occurredHolder's employment with ----------- the Company with cause, upon ninety (90) days prior written notice (or the "Call Notice") to the holders resignation of the WarrantsHolder's employment with the Company (other than as the result of the expiration of the Employment Period, as defined in the Employment Agreement), the Company shall have the right option to call purchase, and require such holders the Holder shall be obligated to sell to sell, the Company Shares issued upon all of such holder's Warrants then outstanding at the termination of such ninety (90) day period if: (i) the closing sale price previous exercises of the Company's American Depositary Shares on any national securities exchange or automatic quotation system on which the Company's American Depositary Shares are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; and (ii) the average daily trading volume of the Company's American Depositary Shares for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (as defined in the Settlement Agreement referred to in the Securities Purchase Agreement) have been registered for resale pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such WarrantsOptions. The purchase price for each called warrant shall be the Exercise Price and shall be paid within two (2) Business Days of the receipt by the Company of each Warrant. Notwithstanding anything else contained in this Section 8, the holder of this Warrant shall be entitled to exercise the Warrant rights provided in this Section 15 by providing written notice by certified mail, return receipt requested or delivered by hand with a written receipt to the Holder of its election no later than 120 days after such termination or resignation at the address of the Holder set forth in the stock records of the Company (or if no such address is set forth in such stock records, in the personnel records of the Company). The purchase price of the Shares shall be the Fair Market Value of the Shares, as defined below, as of the date the Company mails or otherwise delivers such written notice to the Holder. Closing with respect to such purchase by the Company shall occur not later than ten (10) days after the date of such notice at the principal offices of the Company or as the parties may otherwise mutually agree. At such closing the Holder shall deliver the certificate or certificates evidencing such Shares, appropriately endorsed in blank for transfer, and sell the underlying Warrant Company shall deliver in cash the purchase price for such Shares. If the Shares during are not publicly traded, "Fair Market Value" of a Share shall be the price per share agreed upon between Company and the Holder. If such ninety agreement cannot be reached within thirty (9030) day period days after a written request by one party to the other party that a Fair Market Value be established, the Holder and Company shall each select, within ten (10) days thereafter, one (1) nationally recognized independent investment banking firm to determine the Fair Market Value. If a party fails to select an independent investment banking firm, the investment banking firm selected by the other party shall itself make the determination contemplated herein. If within thirty (30) days after their selection, such firms cannot agree as to the Fair Market Value, within ten (10) days thereafter, they shall mutually select a third nationally recognized independent investment banking firm which shall be engaged to make the determination as to Fair Market Value. Such third (3rd) investment banking firm shall make such determination within thirty (30) days of its engagement. The determination of Fair Market Value under this Agreement shall be final and binding upon the parties. Each party shall bear the fees and expenses of the independent investment banking firm it selects, and the fees and expenses of the third (3rd) independent investment banking firm shall be borne equally by the parties. In determining Fair Market Value of a Share, the independent investment banking firms or firm shall determine the fair market value of all of the Company's common equity, including the common stock and any other classes of common stock. The Fair Market Value of a Share shall be the amount determined by dividing the aggregate fair market value of all of the Company's common equity by the sum of (a) the number of then issued and outstanding shares of all classes of common stock of the Company, and (b) the number of shares of Common Stock which could be purchased upon exercise of all stock options and other stock awards then granted. The independent investment banking firm or firms shall take into account Company's financial leverage and its capital structure and shall consider whatever factors it or they deem relevant, including the price to earnings ratio, the debt to equity ratio, the market value to book value ratio, and the market value to cash flow ratio of the common stock of publicly traded companies in accordance with the terms of same industry that are deemed reasonably comparable for this Warrantpurpose.
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Samples: Non Qualified Stock Option Agreement (Erols Internet Inc)
Call Rights. Provided that no Event of Default as described in ----------- Section 9 of the Securities Purchase Agreement has occurred(a) If, upon ninety (90) days prior written notice (the "Call Notice") to the holders consummation of an IPO, an Executive Management Investor’s employment by or position with WireCo and all of its Subsidiaries (or their respective successors under the WarrantsEmployment Agreement, if any) is terminated (i) by WireCo or its Subsidiaries (or their respective successors under the Company Employment Agreement, if any) for any reason or (ii) by the Executive Management Investor for any reason, WireCo shall have the right right, at its election, to call and require redeem or repurchase all (but not less than all) of the Executive Management Investor’s shares of WireCo Common Stock (including any shares held by any of its Permitted Transferees), within twelve (12) months after such holders termination (with respect to sell any shares of WireCo Common Stock acquired after such termination upon the exercise or conversion of WireCo Convertible Securities held by the Executive Management Investor, such period to run from the date of exercise or conversion) at a price equal to the Company all Fair Market Value of such holder's Warrants then outstanding at WireCo Common Stock; provided that WireCo shall not redeem or purchase any shares held by the termination Executive Management Investor for less than 185 days; provided further that such twelve (12) month period shall be tolled for any period during which WireCo is actively seeking the consent of any legal, judicial, regulatory, or other governmental body required to consummate such ninety redemption or repurchase.
(90b) day period if: WireCo or NewCo, as applicable, shall pay the purchase price under Section 4.1(a) in cash to the extent that (i) WireCo or NewCo, as applicable, has sufficient cash on hand to pay the closing sale purchase price or WireCo, Subsidiaries of WireCo or NewCo, WireCo, as applicable, are permitted to distribute the Company's American Depositary Shares on any national securities exchange funds required for such purchases to WireCo or automatic quotation system on which NewCo, as applicable (a “Subsidiary Dividend”) (under both applicable law and the Company's American Depositary Shares indebtedness of WireCo and their respective Subsidiaries) and such funds are then listed or quoted, equals or exceeds $3.00 for twenty (20) consecutive trading days; available and (ii) WireCo or NewCo, as applicable, is permitted to purchase such shares for cash (under both applicable law and such indebtedness). To the average daily trading volume extent not so permitted, the purchase price shall be a continuing obligation of WireCo and NewCo, as applicable, and such amount shall be paid by WireCo or NewCo as applicable; before the Company's American Depositary Shares payment of any dividends or distributions to Stockholders and shall accrue interest at the applicable federal rate for such twenty trading day period exceeds 100,000 shares per day; and (iii) the American Depositary Shares representing 2,105,715 Warrant Exercise Shares (a debt instrument with a term of not over 3 years as defined in Section 1274(d) of the Settlement Agreement referred Internal Revenue Code of 1986, as amended (the “Applicable Federal Rate”); provided, however, that any such obligation shall not become such to in the Securities Purchase Agreement) have been registered for resale pursuant extent it would give rise to a registration statement declared effective default or potential default under the Securities Act any of 1933, as amended, by the United States Securities and Exchange Commission, and (iv) during the 90 day period commencing on the date the holder of this Warrant receives the Call Notice, the Company shall have complied with Section 1(a) herein. Any such notice shall comply with Section 14 below and shall specify the date for purchase of such Warrants. The purchase price for each called warrant shall be the Exercise Price WireCo or NewCo’s or their respective Subsidiaries’ credit arrangements and shall be paid within two (2) Business Days held in suspense until such obligation would not give rise to such event. The Board of Directors of WireCo or managing body of NewCo may, in its discretion, assign the receipt by the Company respective rights and obligations of each Warrant. Notwithstanding anything else contained in WireCo or NewCo under this Section 84.1 to any other Person, but no such assignment shall relieve WireCo or NewCo, as applicable, of its obligations to the holder of this Warrant shall be entitled to exercise the Warrant and sell the underlying Warrant Shares during extent not satisfied by such ninety (90) day period in accordance with the terms of this Warrantassignee.
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