Company Call. If, prior to the exercise or earlier expiration of this Warrant pursuant to the terms hereof, the last sale price of the Common Stock on the Nasdaq Small Cap Market equals or exceeds $2.25 on each of any 20 consecutive trading days, the Company shall be entitled, within 10 trading days of the last of such 20 consecutive trading days, at its option, to issue a notice (a "CALL NOTICE") to the holder of this Warrant to the effect that the Company is exercising its rights pursuant to this Section 7. Upon receipt of a Call Notice (which receipt will be deemed to occur on the one business day following the dispatch of such Call Notice by the Company by a nationally recognized overnight courier), the holder shall have until 5.00 p.m., Boston, Massachusetts time, on the tenth business day following receipt of the Call Notice to exercise the Warrant in accordance with Section 1 hereof. Upon the expiration of such ten day period, if not sooner exercised, this Warrant will terminate and the holder's and the Company's rights and obligations hereunder will cease without payment of consideration. Notwithstanding the foregoing provisions of this Section 7, the Company may not issue a Call Notice unless and until a registration statement is effective, or no longer required, with respect to the resale of the Warrant Shares.
Company Call. If, within one year following the date hereof, the Stockholders vote against any Call Event Triggering Transaction (as defined below), the Company shall have the right, for 10 days following the date on which such vote is held, to purchase, and the Stockholders shall be required to sell to the Company, all, but not less than all, of the Equity Securities held by the Stockholders at a per share cash price equal to the Call Event Trigger Price (as defined below). The Company may exercise such right by delivering to each Stockholder, within such 10-day period, a written notice stating that the Company has irrevocably agreed to purchase in cash all (but not less than all) of the Equity Securities held by the Stockholders at the Call Event Trigger Price upon the terms and conditions set forth in this Section 1.3(c). The closing with respect to the purchase of Equity Securities by the Company pursuant to this Section 1.3(c) shall be on a mutually determined closing date which shall not be more than 15 days after the date on which the Company's written notice referred to above is delivered to the Stockholders. The closing shall be held at 10:00 A.M., local time, at the principal office of the Company, or at such other time or place as the parties mutually agree. On such closing date, each
Company Call. If, prior to the exercise or earlier expiration of this Warrant pursuant to the terms hereof, the average closing stock price of the Common Stock on the American Stock Exchange, or any successor national securities exchange thereto, equals or exceeds two (2) times the Purchase Price on any five (5) consecutive trading days, the Company shall be entitled, at the its option, to direct the Warrant Agent to issue a notice (a “Call Notice”) to the Registered Holder of this Warrant to the effect that the Company is exercising its rights pursuant to this Section 3. Upon receipt of a Call Notice (which receipt will be deemed to occur on the one (1) business day following the dispatch of such Call Notice by the Warrant Agent by a nationally recognized overnight courier), the Registered Holder shall have until 5.00 p.m., Denver, Colorado time, on the 10th business day following receipt of the Call Notice to exercise the Warrant, for that number of shares of Warrant Stock covered by the Call Notice, in accordance with Section 2 hereof. Upon the expiration of such 10 business day period, if not sooner exercised, this Warrant will terminate with respect to the number of shares specified in the Call Notice and the Registered Holder’s rights and the Company’s obligations hereunder with respect to the number of shares specified in the Call Notice will cease without payment of consideration. Notwithstanding the foregoing provisions of this Section 3, the Company may not issue a Call Notice unless and until a registration statement is effective, or no longer required, with respect to the resale of the Warrant Stock.
Company Call. If at any time after the original date of issuance of this Warrant, the closing price of the Common Stock on The Nasdaq National Market (or if different, the principal trading market for the Common Stock) is greater, for 20 consecutive trading days, than $2.35, the Company shall have the right to repurchase this Warrant from Holder at a price equal to $0.05 for each share of Common Stock then purchasable by Holder under this Warrant. The Company shall exercise its rights under this Section 2.7 by delivering a notice (the "CALL NOTICE") to such effect to Holder within 30 days after the expiration of the 20-day period referred to above. The Call Notice shall specify the date of the proposed closing of such repurchase (the "CALL CLOSING Date"), which date shall be no less than 30 nor more than 60 days after the date the Call Notice is sent by the Company. The Company's right to purchase the Warrant pursuant to this Section 2.7 and Holder's obligation to sell shall be subject to the continued effectiveness of a registration statement permitting the resale of the Warrant Shares ("EFFECTIVENESS COMPLIANCE") for the period beginning on the date the Call Notice is sent by the Company and ending on the Call Closing Date (the "CALL PERIOD"). The Call Notice shall confirm Effectiveness Compliance by the Company and the Company shall promptly notify Holder in the event that at any time during the Call Period the Company is not in Effectiveness Compliance. Notwithstanding anything to the contrary contained herein, Holder shall have the right to exercise this Warrant in accordance with its terms at any time prior to the Call Closing Date. In the event that the Company is not in Effectiveness Compliance at any time during the Call Period, the Company's repurchase right under this Section 2.7 shall terminate with respect to the repurchase specified in the applicable Call Notice and the Company may only again exercise such repurchase right after the provisions of this Section 2.7 have again been satisfied, with the 20-day period referred to above being measured beginning with the first date that the Company is again in Effectiveness Compliance. If the Company purchases this Warrant pursuant to this Section 2.7, it shall pay the consideration therefor in cash on the Call Closing Date to Holder and Holder shall surrender this Warrant to the Company. Upon payment of such consideration, this Warrant shall be deemed to be cancelled and of no further force and effect.
Company Call. At any time following the date which is 540 days after the Option becomes exercisable pursuant to Section 2 (hereinafter the "Repurchase Period"), the Company shall have the right to repurchase from Zions Bancorp all or such portion (as shall be specified by the Company) of (i) the Option at the price set forth in subparagraph (1) below and/or (ii) the Option Shares purchased by Zions Bancorp pursuant to Section 2 at the price set forth in subparagraph (2) below:
(1) The difference between (i) the Market/Tender Offer Price for shares of Company Common Stock as of the date the Company gives notice of its intent to exercise its rights under this Section 14(a) and (ii) the Purchase Price, multiplied by the number of Option Shares purchasable pursuant to the Option (or portion thereof with respect to which the Company is exercising its rights under this Section 14(a)), but only if the Market/Tender Offer Price is greater than $19.50.
(2) The Purchase Price paid by Zions Bancorp for the Option Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price (but only if the Market/Tender Offer Price is greater than $19.50) multiplied by the number of Option Shares so purchased.
Company Call. (a) If any Management Holder (other than Xxxxx) (i) voluntarily terminates his employment with the Company, (ii) has his employment terminated at any time by the Company for Cause (as defined in such Management Holder's employment agreement), (iii) voluntarily terminates his employment with the Company and executes and delivers to the Company a non-compete agreement (A) in form and substance substantially similar to the non-compete provisions set forth in such Management Holder's employment agreement (without giving effect to any change of control provision contained therein) or (B) if such Management Holder's employment agreement does not contain such non-compete provisions, in form and substance satisfactory to the Company or (iv) is terminated by the Company without Cause (in each case, a "Terminated Management Holder"), then the Company will have the option to purchase (the "Company Call"), and if the Company Call is exercised by the Company, such Management Holder shall sell to the Company, all or any portion (at the Company's option) of the shares of Common Stock and Management Securities Beneficially Owned by such Management Holder. For purposes of this Section 7.2.1(a), termination of any Management Holder's employment with the Company as the result of such Management Holder's death or permanent disability (as defined in the Company's Board of Director-approved disability policy, as in effect from time to time) shall be deemed to constitute termination of such Management Holder's employment by the Company without Cause.
(b) If Xxxxx (i) voluntarily terminates his employment with the Company prior to the second anniversary of the Effective Date, or (ii) has his employment terminated at any time by the Company for Cause (as defined in the Xxxxx Employment Agreement), then the Company will have a Company Call, and if the Company Call is exercised by the Company, Xxxxx (and any Xxxxx Family Member to whom Xxxxx has transferred Securities pursuant to a Family Transfer) shall sell to the Company, all or any portion (at the Company's option) of the shares of Common Stock and Management Securities Beneficially Owned by Xxxxx and all such Xxxxx Family Members.
(c) The Company shall give notice in writing to the Terminated Management Holder or Xxxxx, as the case may be, of the exercise of the Company Call within one hundred eighty (180) days from the date of the termination of the Terminated Management Holder's or Henry's employment, as applicable. If no not...
Company Call. If Grantee has acquired Option Shares pursuant to exercise of the Option (the date of any Option Closing relating to any such exercise herein referred to as an "Exercise Date"), then, at any time after the date seven (7) months following such Exercise Date and prior to the date nineteen (19) months following such Exercise Date (the "Purchase Period"), the Company may require Grantee, upon delivery to Grantee of written notice, to sell to the Company any Option Shares held by Grantee as of the day that is ten (10) business days after the date of such notice, up to a number of shares equal to the number of Option Shares acquired by Grantee pursuant to exercise of the Option in connection with such Exercise Date. The per share purchase price for such sale (the "Company Call Price") shall be equal to the higher of (i) the Option Price less any dividends paid on the Option Shares to be purchased by the Company pursuant to this Section 10 plus an amount equal to a return at the rate of ten percent (10%) of the Option Price per year from the Exercise Date and (b) an amount equal to the average of the high and low trading prices per share of Company Common Stock for the thirty (30) trading day period ending one trading day prior to the delivery of the Company's notice exercising call rights pursuant to this Section 10. The closing of any sale of Option Shares pursuant to this Section 10 shall take place at the principal offices of the Company at a time and on a date designated by the Company in the aforementioned notice to Grantee, which date shall be no more than twenty (20) and no less than two (2) business days from the date of such notice. The Company Call Price shall be paid in immediately available funds.
Company Call. [Reserved].
Company Call. (a) Notwithstanding the provisions of Section 1.1, if at any time during the Exercise Period the Closing Price, as defined below, equals or exceeds $20.00 per share, the Company at any time thereafter shall have the right to acquire all or any portion of the Warrant Shares issuable upon exercise of this Warrant at a purchase price equal to $.01 per share (the "CALL PURCHASE PRICE") (such right to acquire the Warrant Shares referred to as the "COMPANY CALL"). The Company will notify the Holder of its election to exercise the Company Call (the "CALL NOTICE"), which Call Notice will contain the Company's notice of election to purchase the Warrant Shares subject to the Company Call and the date on or after which the Company may consummate the purchase and sale (the "CANCELLATION DATE"). The Call Notice, if issued, shall be issued not less than fifteen (15) days before the Cancellation Date. Delivery of the Call Notice shall not obligate the Company to consummate a purchase and sale of the Warrant Shares on any specific date, if at all.
Company Call. (a) At the Closing, the Company shall have an unconditional and irrevocable right (the "Initial Company Call"), exercisable in its sole discretion, to require ESL to purchase from the Reorganized Debtor a note (the "Initial Called Note") in an aggregate principal amount equal to the lesser of (i) sixty million dollars ($60,000,000) (the "Maximum Company Call Amount"), and (ii) the excess, if any, of (A) one billion five hundred forty five million dollars ($1,545,000,000) over (B) (i) the Company's Liquidity (as hereinafter defined) at Closing, reduced by (ii) the amount of all payments and distributions to be made on the Effective Date of the Plan or required to be paid in respect of prepetition and/or priority claims (other than priority claims in respect of postpetition trade payables) pursuant to the Plan, at a purchase price equal to the principal amount of such note. For purposes hereof, (i) "Liquidity" shall mean, at any time, Excess Availability at such time plus the Cash Balance at such time and (ii) "Cash Balance" shall mean, at any time, the aggregate amount of the Company's and its Subsidiaries unrestricted cash, cash equivalents and short term investments at such time, calculated in the manner consistent with the Business Plan (but exclusive of cash necessary for store operations, which amount is agreed to be equal to three hundred million dollars ($300,000,000)). The Initial Called Note and any Subsequent Called Note (as hereinafter defined) shall have the terms set forth in Exhibit C hereto.
