Common use of Delay of Call Clause in Contracts

Delay of Call. Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 11, if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any bona fide loan, guarantee or other agreement with an independent third party under which the Company or any subsidiary of the Company has borrowed money which prohibits the Company from purchasing any of the Stock or the Awards or if the repurchase referred to in Section 6(a) and Section 6(b) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if a repurchase would not be permitted if there exists and is continuing any Event, the Company shall be entitled to delay the repurchase of any of the Stock or the Awards (pursuant to a Call Notice timely given in accordance with Section 6(c) hereof) from the applicable Participant Entities until the first business day which is ten (10) calendar days after such Event has ceased to exist; provided, however, that the number of shares of Stock subject to repurchase under this Section 6 shall be that number of shares of Stock held by the applicable Participant Entities at the time of delivery of (and as set forth in) a Call Notice in accordance with Section 6(c) hereof. All unvested and/or unexercisable Awards as of the date of a Call Notice shall continue to vest and/or become exercisable until the repurchase of such Awards pursuant to such Call Notice; provided that to the extent that any Awards vest and/or are exercised after the date of such Call Notice, the number of shares of Stock subject to repurchase shall be increased by the same proportion of Stock subject to the Call Notice calculated by multiplying (x) the number of shares of Stock that are acquired after the date of the Call Notice by (y) the quotient of (I) the number of shares of Stock to set forth in the Call Notice over (II) the aggregate number of shares of Stock held by the Participant on the date of the Call Notice. Notwithstanding the foregoing, if an Event exists and is continuing for ninety (90) days, the Participant Entities shall be permitted by written notice to cause the Company to rescind any Call Notice but the Company shall have another thirty (30) days from the date of such the Event ceases to exist to give another Call Notice on the terms applicable to the first Call Notice.

Delay of Call. Notwithstanding any other provision of this Section 6 5 to the contrary and subject to Section 1110, if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any bona fide loan, guarantee or other agreement with an independent third party under which the Company or any subsidiary of the Company has borrowed money which prohibits the Company from purchasing any of the Stock or the Awards or if the repurchase referred to in Section 6(a5(a) and Section 6(b5(b) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if a repurchase would not be permitted under any loan, guarantee or other agreement under which the Company or any subsidiary of the Company has borrowed money or if there exists and is continuing a repurchase would not be permitted under the British Columbia Business Corporations Act or would otherwise violate the British Columbia Business Corporations Act (or if the Company reincorporates in another jurisdiction, any applicable statutes of such jurisdiction) (each such occurrence being an “Event”), the Company shall be entitled to delay the repurchase of any of the Stock or the Awards (pursuant to a Call Notice timely given in accordance with Section 6(c5(c) hereof) from the applicable Participant Entities until the first business day which is ten (10) calendar days after such Event has ceased to exist; provided, however, that the number of shares of Stock subject to repurchase under this Section 6 5 shall be that number of shares of Stock held by the applicable Participant Entities at the time of delivery of (and as set forth in) a Call Notice in accordance with Section 6(c5(c) hereof. All unvested and/or unexercisable Awards as of the date of a Call Notice shall continue to vest and/or become exercisable until the repurchase of such Awards pursuant to such Call Notice; provided that to the extent that any Awards vest and/or are exercised after the date of such Call Notice, the number of shares of Stock subject to repurchase shall be increased by the same proportion of Stock subject to the Call Notice calculated by multiplying (x) the number of shares of Stock that are acquired after the date of the Call Notice by (y) the quotient of (I) the number of shares of Stock to set forth in the Call Notice over (II) the aggregate number of shares of Stock held by the Participant on the date of the Call Notice. Notwithstanding the foregoing, if an Event exists and is continuing for ninety (90) days, the Participant Entities shall be permitted by written notice to cause the Company to rescind any Call Notice but the Company shall have another thirty (30) days from the date of such the Event ceases to exist to give another Call Notice on the terms applicable to the first Call Notice.

Delay of Call. Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 11, if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any bona fide loan, guarantee or other agreement with an independent third party under which the Company or any subsidiary of the Company has borrowed money which prohibits the Company from purchasing any of the Stock or the Awards or if the repurchase referred to in Section 6(a) and Section 6(b) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if a repurchase would not be permitted under any loan, guarantee or other agreement under which the Company or any subsidiary of the Company has borrowed money or if there exists and is continuing a repurchase would not be permitted under Section 30(2) of the Canada Business Corporations Act or would otherwise violate the Canada Business Corporations Act (or if the Company reincorporates in another jurisdiction, any applicable statutes of such jurisdiction) (each such occurrence being an “Event”), the Company shall be entitled to delay the repurchase of any of the Stock or the Awards (pursuant to a Call Notice timely given in accordance with Section 6(c) hereof) from the applicable Participant Entities until the first business day which is ten (10) calendar days after such Event has ceased to exist; provided, however, that the number of shares of Stock subject to repurchase under this Section 6 shall be that number of shares of Stock held by the applicable Participant Entities at the time of delivery of (and as set forth in) a Call Notice in accordance with Section 6(c) hereof. All unvested and/or unexercisable Awards as of the date of a Call Notice shall continue to vest and/or become exercisable until the repurchase of such Awards pursuant to such Call Notice; provided that to the extent that any Awards vest and/or are exercised after the date of such Call Notice, the number of shares of Stock subject to repurchase shall be increased by the same proportion of Stock subject to the Call Notice calculated by multiplying (x) the number of shares of Stock that are acquired after the date of the Call Notice by (y) the quotient of (I) the number of shares of Stock to set forth in the Call Notice over (II) the aggregate number of shares of Stock held by the Participant on the date of the Call Notice. Notwithstanding the foregoing, if an Event exists and is continuing for ninety (90) days, the Participant Entities shall be permitted by written notice to cause the Company to rescind any Call Notice but the Company shall have another thirty (30) days from the date of such the Event ceases to exist to give another Call Notice on the terms applicable to the first Call Notice.

Delay of Call. Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 1110(a), if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any bona fide loan, guarantee or other agreement with an independent third party under which the Company or any subsidiary of the Company has borrowed money which prohibits the Company from purchasing any of the Stock or the Awards or if the repurchase referred to in Section 6(a) and Section 6(b) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if a repurchase would not be permitted if there exists and is continuing any Event, the Company shall be entitled to delay the repurchase of any of the Stock or the Awards Options (pursuant to a Call Notice timely given in accordance with Section 6(c6(d) hereof) from the applicable Participant Management Stockholder Entities until the first business day which is ten (10) calendar days after such Event has ceased to existRepurchase Eligibility Date; provided, however, that (i) the number of shares of Stock subject to repurchase under this Section 6 shall be that number of shares of Stock (as may be adjusted pursuant to Section 7(a)), (ii) in the case of a repurchase pursuant to Section 6(b) or 6(c), the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 6 shall be the number of Exercisable Option Shares, in each case held by the applicable Participant Management Stockholder Entities at the time of delivery of (and as set forth in) a Call Notice in accordance with Section 6(c6(d) hereofhereof and (iii) the Company may, at its election and in lieu of paying the repurchase price under paragraph (a), (b) or (c) of this Section 6, deliver a note payable in annual installments up to five years, bearing interest at the stated rate of interest on the Company’s senior subordinated notes issued on the Closing Date, except that the annual installment payments shall be accelerated if the Event shall cease to exist. All unvested and/or unexercisable Awards portions of the Options exercisable as of the date of a Call Notice Repurchase Notice, in the case of a repurchase pursuant to Section 6(b) or 6(c), shall continue to vest and/or become be exercisable until the repurchase of such Awards portions pursuant to such Call Notice; , provided that to the extent that any Awards vest and/or portions of the Options are exercised after the date of such Call Notice, the number of shares Exercisable Option Shares for purposes of Stock subject to repurchase calculating the Option Excess Price shall be increased by the same proportion of Stock subject to the Call Notice calculated by multiplying (x) the number of shares of Stock that are acquired after the date of the Call Notice by (y) the quotient of (I) the number of shares of Stock to set forth in the Call Notice over (II) the aggregate number of shares of Stock held by the Participant on the date of the Call Noticereduced accordingly. Notwithstanding the foregoing, if an Event exists and is continuing for ninety (90) days, the Participant Management Stockholder Entities shall be permitted by written notice to cause the Company to rescind any Call Repurchase Notice but the Company shall have another thirty (30) days from the date of such the Event ceases to exist to give another Call Repurchase Notice on the terms applicable to the first Call Repurchase Notice.

Delay of Call. Notwithstanding any other provision of this Section 6 to the contrary and subject to Section 1110(a), if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any bona fide loan, guarantee or other agreement with an independent third party under which the Company or any subsidiary of the Company has borrowed money which prohibits the Company from purchasing any of the Stock or the Awards or if the repurchase referred to in Section 6(a) and Section 6(b) would result in a default or an event of default on the part of the Company or any subsidiary of the Company under any such agreement or if a repurchase would not be permitted if there exists and is continuing any Event, the Company shall be entitled to delay the repurchase of any of the Stock or the Awards Options (pursuant to a Call Notice timely given in accordance with Section 6(c6(d) hereof) from the applicable Participant Management Stockholder Entities until the first business day which is ten (10) calendar days after such Event has ceased to existRepurchase Eligibility Date; provided, however, that (i) the number of shares of Stock subject to repurchase under this Section 6 shall be that number of shares of Stock (as may be adjusted pursuant to Section 7(a)), (ii) in the case of a repurchase pursuant to Section 6(b) or 6(c), the number of Exercisable Option Shares for purposes of calculating the Option Excess Price payable under this Section 6 shall be the number of Exercisable Option Shares, in each case held by the applicable Participant Management Stockholder Entities at the time of delivery of (and as set forth in) a Call Notice in accordance with Section 6(c6(d) hereofhereof and (iii) the Company may, at its election and in lieu of paying the repurchase price under paragraph (a), (b) or (c) of this Section 6, deliver a note payable in annual installments up to five years, bearing interest at the stated rate of interest on the Company's senior subordinated notes issued on the Closing Date, except that the annual installment payments shall be accelerated if the Event shall cease to exist. All unvested and/or unexercisable Awards portions of the Options exercisable as of the date of a Call Notice Repurchase Notice, in the case of a repurchase pursuant to Section 6(b) or 6(c), shall continue to vest and/or become be exercisable until the repurchase of such Awards portions pursuant to such Call Notice; , provided that to the extent that any Awards vest and/or portions of the Options are exercised after the date of such Call Notice, the number of shares Exercisable Option Shares for purposes of Stock subject to repurchase calculating the Option Excess Price shall be increased by the same proportion of Stock subject to the Call Notice calculated by multiplying (x) the number of shares of Stock that are acquired after the date of the Call Notice by (y) the quotient of (I) the number of shares of Stock to set forth in the Call Notice over (II) the aggregate number of shares of Stock held by the Participant on the date of the Call Noticereduced accordingly. Notwithstanding the foregoing, if an Event exists and is continuing for ninety (90) days, the Participant Management Stockholder Entities shall be permitted by written notice to cause the Company to rescind any Call Repurchase Notice but the Company shall have another thirty (30) days from the date of such the Event ceases to exist to give another Call Repurchase Notice on the terms applicable to the first Call Repurchase Notice.