COMPANY'S CALL RIGHT. If, prior to the date of the Company's IPO, the Company terminates Executive for Cause as defined in Section 5(d) hereof (including Executive quitting without Good Reason under Section 5(d)(5)), then the Company shall have the right but not the obligation to purchase any vested Restricted Membership Interest (or shares exchanged by such Interest) within thirty (30) days of the Termination Date at a price equal to two (2) times the price Executive originally paid the Company for such Restricted Membership Interest. The Call right must be exercised in writing by the Company within thirty (30) days of the Termination Date or it shall become void and without further effect. If the Company exercises the Call hereunder, Executive must tender such Interest or shares and otherwise complete the transaction hereunder within thirty (30) days of the Company's exercise of the Call.
COMPANY'S CALL RIGHT. If, prior to the date of the Company's IPO, the Company terminates Executive for Cause as defined in Section 5(d) hereof (including Executive quitting without Good Reason under Section 5(d)(5)), then Gaming Holdings and the Company shall have the right but not the obligation to purchase any vested membership interest (or shares exchanged by such interest) within thirty days of the Termination Date at a price equal to two times the price Executive originally paid Gaming Holdings for such membership interest. The Call right must be exercised in writing by Gaming Holdings or the Company within thirty days of the Termination Date or it shall become void and without further effect. If Gaming Holdings or the Company exercises the Call hereunder, Executive must tender such membership interest or shares and otherwise complete the transaction hereunder within thirty days of Gaming Holdings' or the Company's exercise of the Call. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1."
(c) Sections 6(a), 9(a), (b), (d), (h) and (k) of the Employment Agreement are hereby amended so that Gaming Holdings has the same rights and obligations under such Sections as the Company.
COMPANY'S CALL RIGHT. If Employee's employment with the Company ends -------------------- due to termination by the Company or resignation by Employee prior to a Qualified Public Offering, then the Company may purchase (i) in the case of termination by the Company for Cause or Employee's resignation without Good Reason, all or part of Employee's Stock, for a purchase price equal to (A) the lesser of Fair Market Value or ten dollars ($10.00) per share with respect to Unvested Employee's Stock and (B) Fair Market Value with respect to Vested Employee's Stock; or (ii) in the case of termination by the Company without Cause or Employee's resignation with Good Reason, up to but not exceeding twenty-five percent (25%) of Employee's Stock, for consideration equal to Fair Market Value; in each case (a "Call") by giving Employee notice (a "Call Notice") at any time within one-hundred eighty (180) days after such termination or resignation. The Call Notice shall state the number of shares of Employee's Stock with respect to which the Company is exercising a Call (the "Call Shares") and the Fair Market Value thereof in the Company's good faith opinion.
COMPANY'S CALL RIGHT. Upon termination of the Executive's employment with the Company for any reason (a "Call Event"), the Company shall have the right (the "Call Right"), exercisable by delivery of a written notice (the "Call Notice") to the Executive and any Permitted Transferees who then own any Put Options within a period of 180 days after the date of occurrence of the Call Event (subject to extension for up to 12 months in the event the Company is legally prohibited or contractually prohibited, by virtue of its debt or other obligations, from exercising its Call Rights) (the "Call Notice Period"), to require the Executive and any such Permitted Transferees to sell all, but not less than all, of the Put Options owned by the Executive and such Permitted Transferees on the date of occurrence of the Call Event at an aggregate price equal to the Put Price, allocated among the Executive and such Permitted Transferees (if any) in the same proportions as their ownership of the Put Options. Upon receipt of such notice the Executive and any such Permitted Transferees shall sell such Put Options, subject to the terms hereof.
COMPANY'S CALL RIGHT. The Company has the right on ten (10) days written notice (the “Call Notice”) to require the Holder to exercise the Warrant so long as the closing price of the common shares of the Company on its primary trading market (determined by the volume of trading of the Company’s common shares) equals or exceeds $0.80 per common share for at least ten (10) consecutive trading days prior to the date of the Call Notice. The Warrants evidenced by this Warrant Certificate will terminate on the date that is thirty (30) days (the “Call Period”) from the date of the Call Notice in the event that the Warrant Holder does not exercise the Warrant during the Call Period.
COMPANY'S CALL RIGHT. Should either Xxxxx or Xxxxxxx be terminated for any reason and the Company is not insolvent, the Company shall have the right to require Xxxxx or Xxxxxxx, as applicable, to sell all but not less than all of his Membership Interests (the “Call Right”) to the Company. The Company shall give notice (the “Call Notice”) to Xxxxx or Xxxxxxx, as applicable, of its intention to exercise the Call Right within twenty (20) days of the effective date of any such termination. If the Company elects to exercise the Call Right, Xxxxx or Xxxxxxx, as applicable, shall sell all but not less than all of his Membership Interests and the Company shall purchase all but not less than all of Xxxxx’x or Xxxxxxx’x, as applicable, Membership Interests, free and clear of all encumbrances, at the purchase price for his Membership Interests determined by an External Valuation no later than thirty (30) days after the date of the Call Notice. If Xxxxx or Xxxxxxx are terminated “For Cause,” then the External Valuation used to determine the value of the Membership Interest shall be required to incorporate the Discount Factors, but in no event shall such discounts be in excess of twenty percent (20%). The closing shall take place within ninety (90) days after the date of notice with payment made in twelve (12) equal quarterly installments of principal, the first of which shall be paid on the date of closing, together with interest on the unpaid principal balance at a rate equal to the Prime Rate as reported in The Wall Street Journal as of the date of closing. Interest shall accrue from the date of closing. Notwithstanding the other provisions of this Section 8.08, should the Company terminate Xxxxx or Xxxxxxx “For Cause” then the closing shall take place within ninety (90) days after the date of notice with payment made in twenty (20) equal quarterly installments of principal, the first of which shall be paid on the date of closing and no interest shall be owed on the principal.
COMPANY'S CALL RIGHT. The Company shall have the right (but not the obligation), subject to the terms and conditions of this Section 8, to repurchase in one or more transactions in connection with the Participant’s termination of employment or services to the Company or any of its Affiliates, and the Participant (or any permitted transferee) shall be obligated to sell any of the Shares acquired upon exercise of the Option at the Repurchase Price (as defined below) (the “Call Right”). To exercise the Call Right, the Company must give written notice thereof to the Participant (the “Call Notice”). The Call Notice is irrevocable by the Company and must (a) be in writing and signed by an authorized officer of the Company, (b) set forth the Company’s intent to exercise the Call Right and contain the total number of Shares to be sold to the Company pursuant to the Call Right, (c) be mailed or delivered in accordance with Section 11, and (d) be so mailed or delivered during the Notice Period (determined in accordance with the following sentence). The “Notice Period” shall:
COMPANY'S CALL RIGHT. Upon the later of termination of the Executive's employment with the Company for any reason or the expiration of the Severance Period (a "Call Event"), the Company shall have the right (the "Call Right"), exercisable by delivery of a written notice (the "Call Notice") to the Executive and any Permitted Transferees who then own any Put Options within a period of 180 days after the date of occurrence of the Call Event (subject to extension for up to 12 months in the event the Company is legally prohibited or contractually prohibited, by virtue of its debt or other obligations, from exercising its Call Rights) (the "Call Notice Period"), to require the Executive and any such Permitted Transferees to sell all, but not less than all, of the Put Options then owned by the Executive and such Permitted Transferees on the date of occurrence of the Call Event at an aggregate price equal to the portion of the Put Price corresponding to the portion of the Put Options then still outstanding and allocated among the Executive and such Permitted Transferees (if any) in the same proportions as their ownership of such remaining Put Options. Upon receipt of such notice the Executive and any such Permitted Transferees shall sell such remaining Put Options, subject to the terms hereof. Notwithstanding the foregoing provisions of this Section 11(b), in the event that the Executive's employment with the Company is terminated by reason of his death or if the Executive is unable by reason of accident, illness or other similar disability (whether or not constituting a Disability) to exercise the put rights under Section 11(b), the Company's right to deliver a Call Notice shall commence 90 days subsequent to the occurrence of the event in question (whether or not a Call Event).
COMPANY'S CALL RIGHT. The Company shall have the right (but not the obligation), subject to the terms and conditions of this Section 8, to repurchase in one or more transactions, and the Participant (or any permitted transferee) shall be obligated to sell any of the Ordinary Shares acquired upon exercise of the Option at the Repurchase Price (as defined below) (the “Call Right”). To exercise the Call Right, the Company must give written notice thereof to the Participant (the “Call Notice”) during the Call Period determined under Section 8.4. The Call Notice is irrevocable by the Company and must (a) be in writing and signed by an authorized officer of the Company, (b) set forth the Company’s intent to exercise the Call Right and contain the total number of Ordinary Shares to be sold to the Company pursuant to the Call Right, and (c) be mailed or delivered in accordance with Section 12.
COMPANY'S CALL RIGHT
