Exercise of Call Right. The Holder of a Call Class may exercise the Call Right and exchange such Call Class for the related Callable Asset or Assets upon the terms and conditions specified in the related Terms Supplement or as otherwise specified by the Administrator from time to time.
Exercise of Call Right. The Company may exercise the Call Right by delivering personally or by registered mail to Optionee (or his transferee or legal representative, as the case may be), within ninety (90) days after the date on which Optionee ceases to be a Service Provider (or, in the case of Shares which are acquired after the date on which Optionee ceases to be a Service Provider, then within ninety (90) days after the date on which such Shares are acquired), a notice in writing indicating the Company’s intention to exercise the Call Right and setting forth a date for closing not later than thirty (30) days from the mailing of such notice.
Exercise of Call Right. The Company's Call Right shall be exercised by delivery by the Company of a written notice of such exercise to the Optionee at the most recent address for the Optionee as shown on the records of the Company.
Exercise of Call Right. The Company shall exercise the Call Right (if so elected) by written notice to the Manager within the Repurchase Period, specifying a date within such period on which the Call Right shall be exercised and the number of Shares as to which the Call Right is being exercised. Upon such notification, the Manager shall promptly surrender to the Company any certificates representing the Shares being purchased, together with a duly executed stock power for the transfer of such Shares to Company, free and clear of any Encumbrances. Except as provided below, upon the Company’s receipt of the certificates from the Manager, the Company shall deliver to him, her or it payment of the Repurchase Price (as defined below) for the Shares being purchased.
Exercise of Call Right. The Company may by giving written notice (the “Notice”) to the Holder, elect to purchase all or any portion of the vested equity interests, at the purchase price determined in accordance with subsection (a) above.
Exercise of Call Right. The Call Right shall be exercised by the Company by delivering written notice to Participant or Participant’s executor AND, at the Company’s option, (i) by delivering to Participant or Participant’s executor a check in the amount of the aggregate Repurchase Price, (ii) by the Company canceling an amount of Participant’s indebtedness to the Company equal to the aggregate Repurchase Price, (iii) by the Company issuing Participant a promissory note with a principle amount equal to the aggregate Repurchase Price payable over two (2) years at an annual interest rate of five (5%) percent, compounded annually, or (iv) by a combination of (i), (ii), and/or (iii) so that the combined payment, cancellation of indebtedness, and or principle amount of the promissory note equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.
Exercise of Call Right. The Company shall, upon the reasonable request of the Agent, exercise its rights (i) to purchase the share of stock of AmeriPath Kentucky, Inc. owned by Xxxxx X. Xxxxxxxxxx, M.D. pursuant to Section 3 of the Shareholders' Agreement among AmeriPath Kentucky, Inc., Xxxxx X. Xxxxxxxxxx, M.D. and the Company, (ii) to purchase the shares of stock of AmeriPath Pittsburgh, P.C. owned by Xxxx Xxxxx, M.D. pursuant to the Shareholders Agreement among AmeriPath Pittsburgh, P.C., Xxxx Xxxxx, M.D. and the Company, (iii) to purchase the shares of stock of AmeriPath Consulting Pathology Services, P.A. owned by H. Xxxxxxx Xxxxx, M.D. pursuant tot he Shareholders' Agreement among AmeriPath Consulting Pathology Services, P.A., H. Xxxxxxx Xxxxx, M.D. and the Company, (iv) to purchase the shares of consulting Pathologists of Pennsylvania, P.C. owned by Xxxx Xxxxx, M.D. pursuant to the Shareholders' Agreement among Consulting Pathologists of Pennsylvania, P.C., Xxxx Xxxxx, M.D. and the Company, (v) to purchase the shares of stock of AmeriPath Milwaukee, S.C. owned by Xxxxxxx X. Xxxxxxxxx, M.D. pursuant to the Shareholders' Agreement among AmeriPath Milwaukee, S.C., Xxxxxxx X. Xxxxxxxxx, M.D. and the Company, and (vi) to purchase the shares of stock of XX Xxxxx M.D. and Associates/AmeriPath, P.C. owned by Xxxx Xxxxx, M.D. pursuant to the Shareholders' Agreement among XX Xxxxx M.D. and Associates/AmeriPath, P.C., Xxxx Xxxxx, M.D. and the Company
Exercise of Call Right. No later than the 30th day after delivery by the Investment Banks of the Final Fair Market Value, Comcast and Radio One shall each deliver written notice (each, an “Exercise Notice”) by certified mail to the Chief Executive Officer of the Network with instructions not to open the envelopes containing the Exercise Notices prior to a meeting among the Chief Executive Officer and representatives of Comcast and Radio One (the “Initial Meeting”). The Initial Meeting shall take place at the offices of the Network (1) at a date and time agreed upon by the Chief Executive Officer, Comcast and Radio One, or (2) if such Persons cannot agree upon a date within five (5) days after the end of such 30-day period, on a date and time selected by the Chief Executive Officer (and provided to Comcast and Radio One in writing), which date shall not be later than the 45th day following the delivery by the Investment Banks of their determination of the Final Fair Market Value (the “Initial Meeting Date”); provided, that if Comcast or Radio One does not deliver an Exercise Notice in the time frame set forth in the first sentence hereof, then the Initial Meeting Date shall be at a date and time agreed upon by the Chief Executive Officer and (A) Radio One, if Comcast does not deliver an Exercise Notice and (B) Comcast, if Radio One does not deliver an Exercise Notice. The Comcast Exercise Notice shall state whether or not Comcast agrees to purchase all of the Call Units for an aggregate price equal to the product of the Final Fair Market Value multiplied by the number of all Call Units (the “Call Unit Price”) and the Radio One Exercise Notice shall state whether or not Radio One agrees to purchase all of the Call Units at the Call Unit Price. The failure by Comcast or Radio One to deliver an Exercise Notice within such 30-day period shall be deemed to be the delivery of an Exercise Notice stating that such Person does not agree to purchase the Call Units at the Call Unit Price. At the Initial Meeting, the Chief Executive Officer shall open the Exercise Notice envelopes and provide the representatives of Comcast and Radio One with copies of both Exercise Notices. The following provisions shall thereafter be applicable:
Exercise of Call Right. 14 5.4 Seller's Obligation with Respect to Call Assets...........................................................14 5.5 Buyer's Obligations with Respect to Call Assets...........................................................15 5.6
Exercise of Call Right. Buyer shall use its reasonable best efforts, from and after the Closing, to secure the consents, licenses, and other authorizations, whether from governments or private parties, and to establish such foreign legal presence and to fulfill such other conditions, as are necessary in order to permit Buyer to acquire the Call Assets; provided, however, that this obligation shall not require that Buyer permit third parties to own a portion of any subsidiaries of Buyer unless Buyer otherwise agrees to such ownership. Prior to the receipt of all such material consents, licenses, and authorizations and the establishment of any necessary foreign presence, Buyer shall not be obligated to exercise the Call Right with respect to any or all of the Call Jurisdictions or with respect to the Satellite Rights, nor shall Buyer be obligated to exercise all the Call Rights at one time; rather, Buyer may exercise the Call Right in each Call Jurisdiction and with respect to the Satellite Rights separately, from time to time, and at any time prior to the Expiration Date subject to the immediately following provision. Upon the receipt of all material consents, licenses and authorizations and the establishment of any necessary foreign presence in any Call Jurisdiction or with respect to all the Satellite Rights connected with a particular third-party satellite contract, Buyer shall be obligated to proceed expeditiously with the exercise of the Call Right with respect to such Call Jurisdiction or Satellite Rights. The exercise price of the Call Right, other than with respect to Satellite Rights, in each Call Jurisdiction shall be $1.00 plus the net book value of the Call Assets in the applicable Call Jurisdiction(s) on the effective date of the exercise of the Call Right for such Call Jurisdiction. The exercise of the Call Right with respect to the Satellite Rights shall only be permitted if made with respect to all Satellite Rights under a particular global satellite contract as set forth on Schedule 5.2(b), and the exercise price shall be $1 plus the assumption of all obligations of Seller with respect to such contract. The exercise of a Call right shall be effected by Buyer through the delivery of ten days written notice to Seller. The Call Assets shall be transferred via a Call Asset Transfer Agreement in substantially the form attached as Exhibit J hereto. Upon the exercise of a Call Right, a Local Network Services Agreement for the respective Call Jurisdiction substantially in...
