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 in respect of a Called Shareholder: (a) on a proposed sale of Cirrata's Shares which would result in a Loss of Control but not a Change of Control, such number of Shares which represents the same proportion of Shares as Cirrata proposes to sell to the Proposed Buyer; and (b) on a proposed sale of Cirrata's Shares which would result in a Change of Control, all of the Shares held by the Called Shareholder;
Examples of Callable Shares in a sentence
If there is proposed a sale of Shares by Cirrata to a Proposed Buyer which would result in either a Loss of Control or a Change of Control, Cirrata shall have the right to require all the other Shareholders (but not some only) ("Called Shareholders") to Transfer all their Callable Shares to the Proposed Buyer (or as the Proposed Buyer directs) in accordance with the provisions of this clause 13.4 ("Drag Along Option").
More Definitions of Callable Shares
Callable Shares has the same meaning as in the Agreement; “paid-in shares” has the same meaning as in the Agreement;
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 (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.
Callable Shares means all 83,746 Rollover Shares.
Callable Shares means (i) 55,000 Rollover Shares and (ii) 56,000 New 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 143,393 Rollover Shares.