Examples of Second Call Period in a sentence
If PCTEL exercises the Second Call, and within twelve months after the closing of the Second Call Period effects a Qualifying Sale of the Company, then PCTEL shall pay to Eclipse, at the closing of such Qualifying Sale of the Company, ten percent (10%) of the amount, if any, by which (a) the Net Proceeds received by PCTEL in such Qualifying Sale of the Company exceed (b) the Enterprise Value of the Company used to calculate the Second Call Price.
If the Enterprise Value as of the end of the Second Call Period is less than or equal to $4,900,000, PCTEL may make a Failed Venture Election pursuant to Section 10.1(D).
If the Second Xxxx Option is not exercised by the end of the Second Call Period, for a period of five (5) days thereafter (the "Put Period") or, subject to the Subordination Agreement in case of an acceleration hereunder or in the case of an Event of Default after 269 days, Borrower will have the right to sell the number of Pledged Shares remaining under the Pledge Agreement (the "Borrower Put"), to Xxxx at the Second Exercise Price.
If PCTEL does not exercise the Second Call, then within ten (10) days of the expiration of the Second Call Period, the Company shall notify PCTEL and Eclipse of the Company’s Enterprise Value as of the end of the Second Call Period (the “Enterprise Value Notice”).
For a period of five (5) days after the termination of the Second Option Agreement (the "Second Call Period") or, subject to the Subordination Agreement in case of an acceleration hereunder, Xxxx will have the right to purchase from Borrower such number of Pledged Shares remaining under the Pledge Agreement (the "Second Xxxx Option"), for a price equal to $9.24 per share (the "Second Exercise Price").
At any time during the Second Call Period, PCTEL may issue a notice to Eclipse (a “Second Call Notice”) requiring it to sell to PCTEL all Membership Interests then held by Eclipse, at the Second Call Price (the “Second Call”).
Any adjustment to the purchase price will be recorded as an adjustment to the preliminary goodwill amount for Vertex.
Any notice required or permitted by this Agreement shall be in writing sent to the following addressees: For you, X.X. Xxx 0000, Xxxxxxxx, Xxxxxx 00000; for the Bank, Bank of Hawaii, Human Resources #320, P.
If, immediately prior to the Second Call Period, Numerex owns 51% or more of the outstanding shares of the Company, then the provisions of this Section 4.4(a) shall be null and void, and of no further force or effect.