Push Pull Rights Clause Samples
Push Pull Rights
Related to Push Pull Rights
Recall Rights Teachers whose contracts have been suspended or non-renewed because of a reduction in force shall be so notified in writing and shall have rights to recall as follows: 1. Recall rights shall be limited to the twenty-four (24) months period commencing on the day following the employee's last day of work. 2. Teachers whose contracts were non-renewed or suspended shall be recalled to a vacancy in the inverse order of non-renewal or suspension as positions become available in their area of certification/licensure at the time of recall; provided however, that certificated tutors whose contracts were non-renewed or suspended shall be recalled only to certificated tutor vacancies, and then in the inverse order of non-renewal of suspension as such positions become available in their area of certification/licensure at the time of recall; and further provided however, seniority shall not be the basis for recalling a teacher, except when making a decision between teachers who have comparable evaluations. Teachers must notify the District of any changes in their area of certification/licensure. 3. A teacher notified of recall to a position may turn down the first offered position, allowing the Superintendent to offer said position to the next person on the recall list who is qualified to fill said position. The person making the turndown would retain his/her position on the recall list. If a teacher refuses recall to another position, said teacher's name shall be removed from the recall list; except no teacher shall be removed from the recall list for refusing a lesser position (time or pay) than the one from which he/she was reduced. Provided however, no teacher whose continuing contract has been suspended shall lose the right of recall and restoration to continuing service status by reason of having declined recall to a position that is less than full-time or, if the teacher was not employed full-time just prior to suspension of the teacher's continuing contract, to a position requiring a lesser percentage of full-time employment than the position the teacher last held while employed in the district. 4. Teachers on recall status shall have the responsibility for keeping the Superintendent informed of their current address, name change, and telephone number. Notification of recall shall be by certified mail at the teacher's last known address. Failure to contact the Superintendent to accept such recall within ten (10) calendar days of the date of such mailing shall remove the teacher from recall status. 5. Teachers, who during recall receive additional training or additional areas of certification/licensure, shall provide documentation of such to the Board, who shall upgrade the teacher’s status on the Recall List. No new employees shall be hired to fill a vacancy until teachers on the Recall List have been asked to fill the vacancy.
Call Rights In the event of (i) the termination of the Optionee's employment with Resorts at any time, under any circumstances and for any or no reason, (ii) a Change in Control or (iii) any transfer of any Option Shares by the Optionee under any circumstances (other than to a trust controlled by the Optionee for estate planning purposes, the trustee of which agrees in writing to be subject in all events and for all purposes to the Company's Call as set forth herein), including pursuant to any arrangement, proceeding, decree, judgment, order or application of law relating to the division of property for domestic relations purposes (each a "Call Event"), for a period commencing on the date of such event and expiring upon the Company's Initial Public Offering (the "Call Exercise Period"), the Company shall have the right to purchase from the Optionee, in accordance with the terms hereof and of Section 2.4(e) of the Stockholders Agreement (the "Call") (y) any or all of such portion of the Option as shall relate to vested and exercisable Option Shares as of the date written notice is given (the "Call Exercise Date"), and/or (z) any or all Option Shares owned by the Optionee as of the end of business on the Call Exercise Date. (a) The following terms and conditions shall apply to the exercise of the Call: (i) If exercising its rights under (y) above, the Company shall pay the Optionee an amount in cash equal to the product of (A) the excess, if any, of the Fair Market Value (as defined, for purposes of this Section 6, in the Stockholders Agreement with respect to Employee Stockholders other than the Qualified Stockholders) of a share of Class A Common Stock or Class B Common Stock, as applicable, as of the first applicable Call Event (the "Call Price") over the Class A Option Exercise Price or Class B Option Exercise Price, as applicable, and (B) the number of shares of Class A Common Stock or Class B Common Stock, as applicable, that the portion of the Option being purchased by the Company pursuant to the Call would otherwise entitle the Optionee to purchase. (ii) If exercising its rights under (z) above, the Company shall pay the Optionee an amount equal to the product of (A) the Call Price and (B) the number of Option Shares being purchased pursuant thereto. (b) The Company may elect to exercise the Call, at its discretion, at any time prior to the end of the Call Exercise Period in accordance with the procedures set forth in Section 2.4 of the Stockholders Agreement with respect to "Offered Securities;" provided, however, that if the Company does not exercise the Call within fifteen (15) days after the occurrence of the first Call Event, the Call Price for the Option Shares being repurchased, as determined above, shall be increased by 10% interest (6% interest if the Call Event occurs in connection with the Optionee's termination of employment by the Company for Cause (as defined in the Employment Agreement) or the Optionee's resignation from employment with the Company), compounded annually on the basis of the actual number of days elapsed over a year of 365 days, from the date of such Call Event until the date of the Company's payment. (c) Notwithstanding any other provision hereof, the Company may assign, without the consent of the Optionee, its rights under this Section 6. (d) Unless the Company shall have given prior notice of its intent to exercise the Call, the Call shall terminate upon the closing of the Company's Initial Public Offering.
Co-Sale Rights (a) In the event any Member (for purposes of this Section 11.15, the “Selling Member”) proposes to Transfer all or any portion of its Units (for purposes of this Section 11.15, the “Co-Sale Units”) other than pursuant to a Permitted Transfer, the Selling Member shall deliver a written notice (the “Co-Sale Notice”) to each other Member (each, a “Co-Sale Offeree”) at least thirty (30) days prior to making such Transfer describing the general terms and conditions of the proposed Transfer, including the purchase price for the Co-Sale Units, the proposed purchaser(s), the closing date for the sale and the portion of the Selling Member’s Units to be Transferred (the “Co-Sale Participation Percentage”). Each Co-Sale Offeree may elect to participate in the contemplated Transfer at the same price and on the same terms and conditions by delivering written notice to the Selling Member within fifteen (15) days after delivery of the Co-Sale Notice, which notice shall specify the percentage of its Units that such Co-Sale Offeree desires to include in such proposed Transfer, provided that such percentage shall not exceed the Co-Sale Participation Percentage. If a Co-Sale Offeree does not give such notice prior to the expiration of the fifteen (15)-day period for giving such notice, then the Selling Member may Transfer the Co-Sale Units to any Person on terms and conditions that are no more favorable to the Selling Member than those set forth in the Co-Sale Notice at any time within ninety (90) days after expiration of such fifteen (15)-day period for giving notice (provided, that if any governmental or other third party approval is required with respect to such Transfer, then such period shall be extended until a reasonable time after such approvals are obtained). Any Co-Sale Units not Transferred by the Selling Member during such ninety (90)-day period (as such period may be extended pursuant to the immediately preceding sentence) shall again be subject to the provisions of this Section 11.15 prior to any subsequent Transfer. (b) To the extent that one or more Co-Sale Offerees exercises its right of participation pursuant to Section 11.15(a), then, at the Selling Member’s option, either the percentage of Units that the Selling Member and each other participating Co-Sale Offeree may sell in the transaction shall be reduced below the applicable Co-Sale Participation Percentage to a percentage equal to the Selling Member’s or the participating Co-Sale Offeree’s (as applicable) pro rata percentage of the total Units proposed to be sold in the Transfer, or the aggregate Units to be sold in the transaction shall be increased to accommodate the Units of those participating Co-Sale Offerees pursuant to this Section 11.15. (c) The Selling Member shall not Transfer any Co-Sale Units to any prospective transferee if such prospective transferee declines to purchase Units from participating Co-Sale Offerees, unless the Selling Member acquires from each such participating Co-Sale Offeree (on the terms set forth in the Co-Sale Notice) its pro rata percentage of the total Units proposed to be sold in the Transfer (or, if less, the percentage of its Units that such Co-Sale Offeree requested to Transfer to such transferee) on the same price, terms and conditions as would be applicable in a direct sale of such Units to the proposed transferee. The Selling Member will endeavor to facilitate the purchase by any prospective transferee of Units held by a Co-Sale Offeree which are not eligible for co-sale pursuant to this Section 11.15 if and to the extent such Co-Sale Offeree wishes to include such interests in the Transfer, but neither the Selling Member nor any other Person shall be liable if the prospective transferee declines to do so.
Anti-Dilution Rights (a) If at any time after the date hereof the Company declares or authorizes any dividend (other than a cash dividend), stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization, reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or another class or classes of stock of the Company, then the Company shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Company (or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that the aggregate amount payable by the Holder upon the full exercise of this Warrant remains the same. The Company shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to deliver to the Holder the shares of stock, securities, cash or property that the Holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant. (b) If, pursuant to the provisions of this paragraph 7, the Holder would be entitled to receive shares of stock or other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant, then the Company shall at all times reserve and keep available sufficient shares of other securities to permit the Company to issue such additional shares or other securities upon the exercise of this Warrant. (c) The Company shall at any time if so requested by the Holder furnish a written summary of all adjustments made pursuant to this paragraph 7 promptly following any such request.
Approval Rights So long as SCG Beneficially Owns 25% or more of the Common Shares outstanding, SCG shall have the right (each, an "Approval Right") to approve the following matters as proposed by the Company: