Common use of Call Closing Clause in Contracts

Call Closing. The Company's call rights under Section 2 hereof shall be exercisable by the Company at any time within ninety (90) days following the Termination of Employment by notice (the "CALL NOTICE") to the Stockholder specifying the number of Shares or other securities being repurchased, the aggregate purchase price payable therefor and the date, time and place of a closing for the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Call Notice to the Stockholder. The Company's call rights under Section 2.1 above shall lapse if not exercised within the time periods specified above in accordance with the provisions hereof except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities being repurchased hereunder in accordance with Section 5 hereof, all of the securities being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such securities shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 2.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such securities on its books and records.

Appears in 2 contracts

Sources: Buy Sell Agreement (Atrium Companies Inc), Buy Sell Agreement (Atrium Companies Inc)

Call Closing. The Company's call rights under Section 2 hereof shall be exercisable by the Company at any time within ninety (90) 180 days following the Termination of Employment or Change of Control by notice (the "CALL NOTICE") to the Stockholder specifying the number of Shares or other securities being repurchased, the aggregate purchase price payable therefor and the date, time and place of a closing for the repurchase, such closing to be held not earlier than five (5) days nor later than thirty (30) days after delivery of the Call Notice to the Stockholder. The Company's call rights under Section 2.1 above shall lapse if not exercised within the time periods specified above in accordance with the provisions hereof except as otherwise provided in Section 5 hereof. Upon tender by the Company of the purchase price for the securities Shares, or other Common Stock or Common Stock Equivalents, being repurchased hereunder in accordance with Section 5 6 hereof, all of the securities Shares, or other Common Stock or Common Stock Equivalents, being so repurchased shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to such securities Shares, or other Common Stock or Common Stock Equivalents, shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 2.2, and the Stockholder hereby appoints the Company as its attorney-in-fact to take all actions necessary and sign all documents required to cancel such securities on its books and records.Section

Appears in 1 contract

Sources: Buy Sell Agreement (Atrium Corp)