Year Three Call Sample Clauses

Year Three Call. 6.1.1 Subject to the terms of this § 6, the Non-Managing Shareholder shall have the right to purchase, and each Managing Shareholder shall be obligated to sell to the Non-Managing Shareholder, half, but not less than half, of the shares of the Company owned by a Managing Shareholder at that time (Year Three Call), which right shall be exercisable by delivery from the Non-Managing Shareholder to the relevant Managing Shareholder of written notice of the Non-Managing Shareholder’s intent to consummate such transaction (Year Three Call Notice), at any time during the sixty (60)-day period beginning on the third anniversary of the Closing Date (as defined under the SPA). The Year Three Call can be exercised against each Managing Shareholder individually, and only in full, i.e. for 50% of the shares in the Company owned by the relevant Managing Shareholder at the relevant time. The Call Roll Over Right (as defined in § 6.1.2) shall remain unaffected.
Sample 1
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Related to Year Three Call

  • CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries.

  • Fiscal Year; Fiscal Quarter The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Month A period commencing at 10:00 a.m., Eastern Standard Time, on the first Day of a calendar month and extending until 10:00 a.m., Eastern Standard Time, on the first Day of the next succeeding calendar month. Monthly shall have the correlative meaning.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • year “Year” shall mean the 12-month period ending on March 31.

  • Calendar Year The term “

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

  • Annual Operating Plan Manager shall implement the Operating Plan prepared by Owner. The Operating Plan shall constitute a standard to which Manager shall reasonably attempt to adhere in the operation of the Project; provided, however, as the Operating Plan is a budget, Manager makes no representation or warranty that the actual operations of the Project shall conform to such plan. Except in an emergency, Manager shall not expend funds in any fiscal year in excess of the budgeted line item amounts in the Operating Budget without Owner's prior written approval. In the event any Fiscal Year shall commence without an approved Operating Plan, until the Operating Plan for such Fiscal Year is approved, Manager shall be entitled to make expenditures for items specified in the approved Operating Plan for the past Fiscal Year, at a rate not in excess of the rate permitted under that prior Operating Plan (other than for utilities, taxes, insurance premiums and mortgage payments), without the prior consent of Owner.

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