Management Call Option definition
Examples of Management Call Option in a sentence
The delivery of a certificate or certificates for Echo Shares by any Person selling Echo Shares pursuant to any Management Call Option will be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Echo Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Echo Shares as contemplated; and (iii) such Echo Shares are free and clear of any and all liens or encumbrances.
In the event Echo elects to exercise the Management Call Option, the Company (or its designated affiliate) will have the right to purchase for cash (or such other form of payment as set forth in Section 6.5) all or any portion of the Units underlying such Purchased Management Shares held by Echo.
Any Management Call Option may be exercised by delivery of written notice thereof (the “Management Call Notice”) to all members of the applicable Management Call Group from whom the Company has elected to purchase Shares no later than the Management Call Notice Date.
The Management Call Notice shall state that the Company has elected to exercise the Management Call Option and the price or date for determining the price of such shares.
The delivery of a certificate or certificates for Shares by any Person selling Shares pursuant to any Management Call Option shall be deemed a representation and warranty by such Person that: (a) such Person has full right, title and interest in and to such Shares; (b) such Person has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated and (c) such Shares are free and clear of any and all Adverse Claims.
The Management Call Notice shall state that the Company has elected to exercise the Management Call Option, the number of Shares with respect to which the Management Call Option is being exercised and the price or date for determining the price of such shares.
As to each Management Employee, the Management Call Option will expire as to one-fourth of the total number of Management Callable Shares on the first anniversary of the closing date of the Merger and as to a pro rata portion of the remaining three-fourths at the end of each month after the first anniversary for the next thirty-six (36) months (the "MANAGEMENT VESTING PERIOD").
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The delivery of a certificate or certificates for Company Shares by any Person selling Company Shares pursuant to any Management Call Option will be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Company Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Company Shares as contemplated; and (iii) such Company Shares are free and clear of any and all liens or encumbrances.
The delivery of a certificate or certificates for Shares by any Person selling Shares pursuant to any Management Call Option shall be deemed a representation and warranty by such Person that: (i) such Person has full right, title and interest in and to such Shares; (ii) such Person has all necessary power and authority and has taken all necessary action to sell such Shares as contemplated and (iii) such Shares are free and clear of any and all Adverse Claims.