Examples of Second Call Period in a sentence
The purchase price per share for such Securities pursuant to Section 3.13(c)(A) will be the greater of (x) Fair Market Value on the date of termination of employment and (y) Fair Market Value on the first day of the Second Call Period and the purchase price for such Securities pursuant to Section 3.13(c)(B) will be the lower of (x) Cost or (y) Fair Market Value on the first day of the Second Call Period.
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”).
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.
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”).
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").
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.
In the event the Drag Along Notice is issued after the expiry of the Second Call Period, the consideration payable to the Drag Along Shareholders by the Third Party shall be the higher of: (i) the price offered by the Third Party to the Investor; and (ii) the product of the Shares held by Shareholder and the Per Share Fair Market Value.
If the purchase, pursuant to the Second Call Notice is not completed by the SP within the Second Call Period, the Government shall be relieved of its obligations for all times thereafter, to sell the Second Called Shares specified in Clause 5.10 herein.
If the Individual Investors desire to exercise their option to purchase any shares of Common Stock pursuant to Section 17(b)(ii), the Individual Investors shall, not later than the end of the Second Call Period, send written notice of their intention to purchase shares to the Individual Investor whose employment has been terminated (and any applicable Affiliated Transferee) and to the Company and to the Preferred Investor Common Stockholders.