Common use of Call Arrangements Clause in Contracts

Call Arrangements. (a) The Call. After the exercise of the Acquisition Company Common Put for at least the Acquisition Company First Minimum Share Amount and so long as Acquisition Company owns less than the Preferred Minimum Threshold, the Company shall have the right to purchase all (but not less than all) of the Stockholder Shares, Preferred Stock and Warrants owned by Acquisition Company (the "Call") by delivering written notice to Acquisition Company within 60 days of the Company's receipt of the Acquisition Company Put Notice (the "Call Notice"); provided, however, that the Company shall have no right to exercise the Call as a result of the Withdrawn Put, and each Call and Call Notice shall be deemed to be withdrawn upon the occurrence of a Withdrawn Put; provided, further, if the Company provides written notice to Acquisition Company objecting to the determination of Fair Market Value by the Appraiser within twenty (20) days after written notice of such determination, the Call Notice shall be deemed withdrawn for all purposes. The Company may satisfy its obligations with respect to the Call by causing another Person to purchase the Stockholder Shares, the Preferred Stock and the Warrants owned by Acquisition Company if, in connection with such purchase, (i) the purchase price paid by such other Person is equal to the Call Price, (ii) Acquisition Company is neither required to give any representations or indemnities to such Person, other than those relating to the ownership of the Securities and the absence of any liens etc. thereon, and (iii) the Company indemnifies Acquisition Company against any and all claims of any kind or nature made by such third party in connection with the Transfer to such other Person. (b) The Closing. Within one-hundred eighty (180) days after delivery of the Acquisition Company Put, the Company shall purchase or cause to be purchased, and Acquisition Company shall sell, the Stockholder Shares, Preferred Stock and Warrants as set forth in the Call Notice at a mutually agreeable time and place (the "Call Closing").