Callable Shares definition

Callable Shares means (i) in the event that the Affiliate Percentage as determined pursuant to subparagraph (b) above exceeds 9.9%, all Shares owned by the Shareholders, (ii) in the event that the Affiliate Percentage as so determined is less than 9.9% but the sum of the Affiliate Percentage plus the Shareholder Percentage exceeds 9.9%, the lesser of (x) the sum of the total number of shares of Newco Stock owned by all Shareholders and all Affiliated Shareholders on the Disposition Date and any Measurement Date minus the number of shares of Newco Stock (rounded to the nearest whole number) that equals 9.9% of the total number of shares of Newco Stock outstanding on such date and (y) the sum of the total number of shares of Newco Stock owned by all Shareholders and all Affiliated Shareholders on the date notice of the exercise of the Call Right is sent by Newco to the Shareholders (the "Call Notice Date") minus the number of shares of Newco Stock (rounded to the nearest whole number) that equals 9.9% of the total number of shares of Newco Stock outstanding on the Call Notice Date, and (iii) in the event that the sum of the Affiliate Percentage plus the Shareholder Percentage is equal to or less than 9.9%, zero Shares.

Callable Shares has the meaning set forth in Section 7(a) hereof.

Callable Shares means (i) in the event that the Affiliate Percentage as determined pursuant to subparagraph (b) above exceeds 9.9%, all Shares owned by the Shareholders, (ii) in the event that the Affiliate Percentage as so determined is less than 9.9% but the sum of the Affiliate Percentage plus the Shareholder Percentage exceeds 9.9%, the lesser of (x) the sum of the total number of shares of Interstate Management Stock owned by all Shareholders and all Affiliated Shareholders on the Disposition Date and any Measurement Date minus the number of shares of Interstate Management Stock (rounded to the nearest whole number) that equals 9.9% of the total number of shares of Interstate Management Stock outstanding on such date and (y) the sum of the total number of shares of Interstate Management Stock owned by all Shareholders and all Affiliated Shareholders on the date notice of the exercise of the Call Right is sent by Interstate Management to the Shareholders (the "Call Notice Date") minus the number of shares of Interstate Management Stock (rounded to the nearest whole number) that equals 9.9% of the total number of shares of Interstate Management Stock outstanding on the Call Notice Date, and (iii) in the event that the sum of the Affiliate Percentage plus the Shareholder Percentage is equal to or less than 9.9%, zero Shares.

Examples of Callable Shares in a sentence

• At such closing, the Optionholder shall deliver to the Company, in exchange for the payment by the Company of the purchase price in respect of each Callable Share and Option owned by the Optionholder, the certificate or certificates representing the Callable Shares and Options, as the case may be.

• The Company shall not be required to purchase from the Optionholder, and the Optionholder shall not be required to sell to the Company, any Callable Shares and Options owned by the Optionholder upon the occurrence of any subsequent NCP Liquidity Event.

• Notwithstanding anything to the contrary contained in the Stockholders Agreement, so long as there are 800,000 Callable Shares (such number to be adjusted for any share exchange or conversion, stock dividend or stock split) outstanding, then the Rollover Stockholders shall be entitled to nominate at least one director to the board of directors of the Company or its successor Holdco, as the case may be, and the applicable Controlled Partnership shall vote its shares of Common Stock to elect such nominee.

• In the event that shares of Restricted Stock or Callable Shares are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock or Callable Shares used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock or Callable Shares so tendered.

• At such closing, the Stockholder shall deliver to the Company, in exchange for the payment by the Company of the purchase price in respect of each Callable Share owned by the Stockholder, the certificate or certificates representing the Callable Shares.

More Definitions of Callable Shares

Callable Shares shall have the meaning set forth in Section 5.2.

Callable Shares means (i) 55,000 Rollover Shares and (ii) 56,000 New Shares.

Callable Shares means the 125,000 Restricted Shares.

Callable Shares means (i) for Call Events triggered under Section 5.1(a)-(e), all Shares in the Company except Shares issuable pursuant to the exercise of warrants of the Company, owned or held by the Existing Stockholders listed on Schedule I; and (ii) for Call Events triggered under Section 5.1(f), all Shares in the Company.

Callable Shares means the shares of Series B Preferred Stock subject to reacquisition by the Corporation in accordance with Section 2.4 of the Series B Purchase Agreement.

Callable Shares means all 83,746 Rollover Shares.

Callable Shares means 143,393 Rollover Shares.