Executive Call Option Sample Clauses

Executive Call Option. If APCOA has not given notice of its exercise of its options to purchase all of Executive's Percentage Interest in the Company on or before the expiration of the Option Period commencing after the completion of the year 2006 (the "Last Option Period"), Executive shall have the option to purchase all, but not less than all, of APCOA's Percentage Interest in the Company determined as of the expiration of such Option Period. Executive's option shall be exercised within sixty days after the expiration of the Last Option Period. Exercise of Executive's option shall be made by delivery to APCOA of a written notice of exercise accompanied by Executive's check for the Option Price for APCOA's initial Percentage Interest in the Company (as set forth on Schedule A). Such Option Price shall be the product of (i) APCOA's initial Percentage Interest times (ii) five times (iii) the Recast Pretax Profit of the Company for the year 2006. Executive's purchase of APCOA's initial Percentage Interest in accordance with this Section 10.3 shall be effective as of January 1 of the year in which Executive's option is exercised. By delivery of its notice of exercise, Executive shall be deemed also to have agreed to repurchase any remaining interest owned by APCOA in the Company (over and above its initial Percentage Interest) Which additional repurchase shall occur in such number of successive annual installments (Commencing in the Option Period following the completion of the year 2007) as shall equal the number of Option Interests previously acquired by APCOA pursuant to Section 10.2. Each such annual installment purchase or purchases shall be effective as of January 1 in the year in Which such installment purchase occurs and shall be at an Option Price determined in accordance with the following formula: Option Price = [20%] x [Executive's Initial Percentage Interest] x [5] x [Recast Pretax Profit of the Company for the Prior Fiscal Year] APCOA shall remain a Member of the Company until its entire interest is acquired hereunder. If Executive exercises its option under this Section 10.3, APCOA shall deliver Assignments of Limited Liability Company Interests to Executive as APCOA's interests are purchased and paid f or hereunder.
Sample 1
AutoNDA by SimpleDocs

Related to Executive Call Option

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:

  • RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.

  • Grant of Call Option The Shareholder agrees to grant the Company or the Designee(s) hereby irrevocably and without any additional conditions with a Call Option, under which the Company or the Designee(s) shall have the right to require the Shareholder to transfer the Option Equity to the Company or the Designee(s) in such method as set out herein and as permitted by PRC Law. The Company or the Designee(s) also agrees to accept such Call Option.

  • Initial Option Grant As of the end of the day of the date this Agreement is signed by the Company and Employee, the Company shall grant Employee an option to purchase the number of shares described in Exhibit A of common stock of the Company under the Company's 1992 Stock Option Plan, as amended, having an exercise price per share equal to the fair market value (as defined in the Stock Option Plan) of a share of common stock of the Company. Except as otherwise provided in the Stock Option Plan, the option shall become exercisable as described in Exhibit A.

  • Call Options (a) If the Executive's employment with the Company or any of its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (as defined in Section 9.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive's termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Dairy Holdings shall have the right and option to purchase, and the Executive and the Executive's Permitted Transferees (hereinafter referred to as the "Executive Group") shall be required to sell to Dairy Holdings, any or all of such Units then held by such member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Dairy Holdings may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 7.2(c):

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

  • Optional Repurchase Right The NIMS Insurer, if any, may repurchase any Distressed Mortgage Loan for a purchase price equal to the outstanding principal balance of such Mortgage Loan, plus accrued interest thereon to the date of repurchase plus any unreimbursed Advances, Servicing Advances or Servicing Fees allocable to such Distressed Mortgage Loan. Any such repurchase shall be accomplished by the NIMS Insurer’s remittance of the purchase price for the Distressed Mortgage Loan to the Master Servicer for deposit into the Collection Account. The NIMS Insurer shall not use any procedure in selecting Distressed Mortgage Loans to be repurchased which would be materially adverse to Certificateholders.

  • Exercise After Termination of Employment (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment.

  • Death or Disability of Executive Executive's employment -------------------------------- hereunder shall terminate immediately upon the death or Disability of Executive.

  • Repurchase Right After (i) Termination of the Optionee by the Company with Cause or resignation by the Optionee without Good Reason, or (ii) the twelve (12) month anniversary of the Optionee’s Termination by the Company without Cause or resignation by the Optionee with Good Reason, regardless of whether such Termination or resignation is by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination or resignation, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section II hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of such Termination or resignation. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.