Common use of Call Rights Clause in Contracts

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.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 On and after the fourth anniversary of the Securities Purchase Agreement has occurreddate of this Agreement, upon ninety (90) days prior written notice (the "during each Call Notice") to the holders of the WarrantsValuation Request Period, the Company SEM shall have the right to call and require such holders to sell send a written notice to the Company all (with a copy to Dignity and WCAS) requesting that the Company engage an Investment Bank to determine the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e) (each, a “Call Valuation Request”). Following delivery 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 NoticeValuation Request, the Company shall have complied instruct the Investment Bank selected pursuant to Section 9.3(e) to calculate the Company Enterprise Value and Call Price Per Interest in accordance with Section 1(a9.3(e). During the ten (10) hereinday period following SEM’s, Dignity’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e), SEM may elect, in its sole and absolute discretion, to purchase from the Class A Members, Class B Members and Class C Members all or less than all of such Members’ Company Interests at a price per interest equal to the Call Price Per Interest (each, a “Call Exercise”); provided that if SEM shall purchase less than all of the Company Interests in connection with any Call Exercise, SEM shall purchase the same relative proportion of each such Member’s Company Interests. Any Call Exercise shall be made by delivery during such ten (10) day period of a written notice by SEM to the Class A Members, Class B Members and Class C Members (each, a “Call Exercise Notice”), which Call Exercise Notice shall comply indicate the number of Company Interests that SEM wishes to purchase from such Members. In connection with Section 14 below each Call Exercise, (x) SEM shall purchase, and the applicable Members shall specify sell, the date for applicable Company Interests no later than forty five (45) days following delivery of the applicable Call Exercise Notice and (y) SEM shall pay the applicable purchase price at the closing by one of the following methods determined in SEM’s sole and absolute discretion: (A) wire transfer of immediately available funds, (B) the issuance of shares of SEM Common Stock (valued at the 21 trading day volume-weighted average sales price of such Warrants. The purchase price shares for the period beginning ten (10) trading days immediately preceding the first public announcement of the Call Exercise and ending on the tenth (10th) trading day immediately following such announcement) or (C) a combination thereof; provided that each called warrant shall be the Exercise Price Class A Member, Class B Member and Class C Member shall be paid within two in the same relative mix of cash and SEM Common Stock. Each Member hereby acknowledges that the issuance of any shares of SEM Common Stock that are paid to such Member pursuant to the immediately preceding sentence will not be registered under applicable securities laws (2) Business Days of the receipt other than as required 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 Warrant9.3(d)).

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.

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 such notice certificate representing Shares subject to the call right provided for herein shall comply with Section 14 below 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 shall specify upon presentation by 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 holder thereof 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 certificate bearing such legend will reissue a certificate for such Shares during without such ninety (90) day period in accordance with the terms of this Warranta legend.

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.

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.

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.

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.

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.

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.

Call Rights. Provided that no Event of Default as described in ----------- Section 9 On and after the fifth anniversary of the Securities Purchase Agreement has occurreddate of this Agreement, upon ninety (90) days prior written notice (the "during each Call Notice") to the holders of the WarrantsValuation Request Period, the Company SEM shall have the right to call and require such holders to sell send a written notice to the Company all (with a copy to WCAS) requesting that the Company engage an Investment Bank to determine the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e) (each, a “Call Valuation Request”). Following delivery 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 NoticeValuation Request, the Company shall have complied instruct the Investment Bank selected pursuant to Section 9.3(e) to calculate the Company Enterprise Value and Call Price Per Interest in accordance with Section 1(a9.3(e). During the ten (10) hereinday period following SEM’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Call Price Per Interest in accordance with Section 9.3(e), SEM may elect, in its sole and absolute discretion, to purchase from the Class A Members and Class B Members all or less than all of such Members’ Company Interests at a price per interest equal to the Call Price Per Interest (each, a “Call Exercise”); provided that SEM shall purchase the same relative proportion of each such Member’s Company Interests in connection with any Call Exercise. Any Call Exercise shall be made by delivery during such ten (10) day period of a written notice by SEM to the Class A Members and Class B Members (each, a “Call Exercise Notice”), which Call Exercise Notice shall comply indicate the number of Company Interests that SEM wishes to purchase from such Members. In connection with Section 14 below each Call Exercise, (x) SEM shall purchase, and the applicable Members shall specify sell, the date for applicable Company Interests no later than forty five (45) days following delivery of the applicable Call Exercise Notice and (y) SEM shall pay the applicable purchase price at the closing by one of the following methods determined in SEM’s sole and absolute discretion: (A) wire transfer of immediately available funds, (B) the issuance of shares of SEM Common Stock (valued at the 21 trading day volume-weighted average sales price of such Warrants. The purchase price shares for the period beginning ten (10) trading days immediately preceding the first public announcement of the Call Exercise and ending on the tenth (10th) trading day immediately following such announcement) or (C) a combination thereof; provided that each called warrant shall be the Exercise Price Class A Member and Class B Member shall be paid within two in the same relative mix of cash and SEM Common Stock. Each Member hereby acknowledges that the issuance of any shares of SEM Common Stock that are paid to such Member pursuant to the immediately preceding sentence will not be registered under applicable securities laws (2) Business Days of the receipt other than as required 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 Warrant9.3(d)).