Common use of Call Right Clause in Contracts

Call Right. (a) In the event that (i) the Executive breaches this Agreement or (ii) the Executive's employment with the Company is terminated for Cause (as defined below) the Company shall have the right (the "Company's Call Right") to require the Executive to tender and sell all or any portion of the equity interest in the Company or any successor entity held, directly or indirectly, by the Executive, including Units, shares, and any options, warrants or other securities entitling the Executive to purchase shares of the Company or any successor entity (collectively, the "Executive's Securities") to the Company for cash in an amount equal to the lesser of (x) the value of the Executive's Securities based upon $150 million equity value of the Company and (y) 80% of the Fair Market Value (as defined below) of the Executive's Securities as of the date of such breach or termination, as the case may be. For purposes of this Section, Cause is defined as (A) material and willful dishonesty or extreme misconduct, (B) failure to substantially perform the duties of his employment that is demonstrably and materially injurious to the Company and which has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by or on behalf of the Management Committee of the Company, which demand specifically identifies the manner in which the Management Committee believes that the Executive has not substantially performed his duties, or (C) any conviction of a felony involving moral turpitude. (b) The Company's Call Right shall be exercisable at any time, and from time to time, following the occurrence of the applicable event in clause (i) or (ii) above. The Company shall exercise the Company's Call Right by written notice to the Executive, specifying the amount and type of Executive's Securities to be purchased and the time and place of delivery and payment therefor. (c) For purposes of this Section 3, the term "Fair Market Value," as of the date with respect to which the determination of Fair Market Value is being made (the "Determination Date"), shall mean (i) with respect to a Unit or a share, the fair market value of the Unit or share as reasonably determined by the Management Committee of the Company as of the Determination Date, and (ii) with respect to options that are vested and exercisable as of the Determination Date, (A) the fair market value of the Units or shares (determined in accordance with clause (i) of this definition) underlying such options MINUS (B) the exercise price for which the underlying Units or shares may be purchased pursuant to such options. The Fair Market Value of options that are not vested or are not exercisable as of the Determination Date shall be deemed to be zero. In the event that, within five (5) days after receipt of notice of the valuation by the Management Committee of the Company, the Executive gives the Company notice that he disagrees in good faith with the Management Committee's valuation, then the Fair Market Value of the Units or shares, as the case may be, shall be determined by a nationally recognized accounting firm chosen by the Company. The Company and the Executive agree that such determination shall be conclusive and binding on each of them. If the Fair Market Value so established is more than five percent (5%) higher than the Fair Market Value established by the Management Committee of the Company, the expense of such accounting firm's valuation shall be borne entirely by the Company. Otherwise, the expense of the independent accounting firm's valuation shall be borne by the Executive.

Call Right. (a) In The Purchaser shall have, during the event that (i) the Executive breaches this Agreement or (ii) the Executive's employment with the Company is terminated for Cause Exercise Period (as defined below) ), and when a Condition is met, the Company right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the right (obligation to sell to the "Company's Call Right") to require the Executive to tender and sell all Purchaser or any his Nominee(s), a portion of the equity interest Seller’s Shares identified in the Company Call Exercise Notice (the “Call Right”). Purchaser or any successor entity heldNominee(s) shall be permitted to purchase, directly and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition The percentage of the Seller’s Shares Condition 1 40 % Condition 2 30 % Condition 3 30 % However, in case that the Companies and their subsidiaries achieve not less than $ 3 million in after-tax income, as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser or indirectlyhis Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell, all Seller Shares owned by the ExecutiveSeller at the price of USD 1.00 and it shall be considered that Condition 3 has been met; for purpose of avoiding doubt, including Unitsunder such circumstance, shares, and any options, warrants or other securities entitling the Executive there will be no more call right to purchase shares of the Company or any successor entity (collectively, the "Executive's Securities") be granted to the Company for cash in an amount equal to the lesser of (x) the value of the Executive's Securities based upon $150 million equity value of Purchaser even if the Company and (y) 80% its subsidiaries achieves not less than $ 3 million in after-tax income, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller violates any provision of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Fair Market Value (as defined belowSeller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) of all the Executive's Securities as of Seller’s Shares immediately upon the date Purchaser’s or his Nominee(s)’s exercise of such breach or termination, as the case may be. For purposes of this Section, Cause is defined as (A) material and willful dishonesty or extreme misconduct, (B) failure to substantially perform the duties of his employment that is demonstrably and materially injurious to the Company and which has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by or on behalf of the Management Committee of the Company, which demand specifically identifies the manner in which the Management Committee believes that the Executive has not substantially performed his duties, or (C) any conviction of a felony involving moral turpitudeCall Right. (b) The Company's Call Right shall be exercisable at any time, and from time to time, following the occurrence of the applicable event in clause (i) or (ii) above. The Company shall exercise the Company's Call Right by written notice to the Executive, specifying the amount and type of Executive's Securities to be purchased and the time and place of delivery and payment therefor. (c) For purposes of this Section 3, the term "Fair Market Value," as of the date with respect to which the determination of Fair Market Value is being made (the "Determination Date"), shall mean (i) with respect to a Unit or a share, the fair market value of the Unit or share as reasonably determined by the Management Committee of the Company as of the Determination Date, and (ii) with respect to options that are vested and exercisable as of the Determination Date, (A) the fair market value of the Units or shares (determined in accordance with clause (i) of this definition) underlying such options MINUS (B) the exercise price for which the underlying Units or shares may be purchased pursuant to such options. The Fair Market Value of options that are not vested or are not exercisable as of the Determination Date shall be deemed to be zero. In the event that, within five (5) days after receipt of notice of the valuation by the Management Committee of the Company, the Executive gives the Company notice that he disagrees in good faith with the Management Committee's valuation, then the Fair Market Value of the Units or shares, as the case may be, shall be determined by a nationally recognized accounting firm chosen by the Company. The Company and the Executive agree that such determination shall be conclusive and binding on each of them. If the Fair Market Value so established is more than five percent (5%) higher than the Fair Market Value established by the Management Committee of the Company, the expense of such accounting firm's valuation shall be borne entirely by the Company. Otherwise, the expense of the independent accounting firm's valuation shall be borne by the Executive.

Call Right. (a) In the event that (i) the Executive breaches this Agreement or (ii) the Executive's of Holder’s termination of employment with the Company and its Subsidiaries (as applicable) for any reason (other than a termination for Cause, in which case Holder (and any Permitted Transferee(s), if any) shall forfeit all Restricted Shares), then, the Company may, at the Company’s option (but not obligation) exercisable in the sole discretion of the Company within ninety (90) days of any such termination, elect to repurchase any or all vested Restricted Shares from Holder (or any Permitted Transferee(s), if any) (the “Call Right”). Notwithstanding the foregoing, if the Company is terminated unable to exercise the Call Right in accordance with the terms and conditions of this Section 6 during the applicable repurchase period set forth above due to restrictions under applicable law and/or under any loan agreement, indenture, credit facility, or other financing instrument (each, a “Call Restriction”), the period during which the Company may exercise the Call Right shall be tolled for Cause so long as such Call Restriction remains applicable, and shall be extended accordingly thereafter; provided, that the Company shall use good faith efforts to cure the applicable Call Restriction(s). The Call Right shall terminate as to all Restricted Shares immediately prior to an initial Public Offering. (b) The purchase price for any Restricted Shares acquired by the Company pursuant to the Call Right shall be the fair market value, as determined by the Board of Directors of the Company in good faith, of such Restricted Shares on the date that notice of the Call Right is provided to Holder in accordance herewith. (c) If (a) a Change of Control Transaction or a Revaluation Event (as defined below) is consummated within twelve (12) months following the exercise by the Company shall have the right (the "Company's Call Right") to require the Executive to tender and sell all or any portion of the equity interest Call Right and (b) the implied value of a Restricted Share in connection with such Change of Control Transaction or Revaluation Event, based on the Company or any successor entity held, directly or indirectly, by amount that the Executive, including Units, shares, and any options, warrants or other securities entitling Holder would have been entitled to pursuant to the Executive to purchase shares Certificate of Incorporation upon a distribution following the hypothetical liquidation of the Company or any successor entity (collectively, based on the "Executive's Securities") to the Company for cash in an amount equal to the lesser of (x) the value of the Executive's Securities based upon $150 million equity value of the Company and (yas a whole implied by such Change of Control Transaction or Revaluation Event) 80% of as though the Fair Market Value (as defined below) of the Executive's Securities Holder had continued to hold such Restricted Share as of the date of such breach Change of Control Transaction or terminationRevaluation Event (but had ceased to be an employee prior to such Change of Control Transaction or Revaluation Event) (the “Corporate Event Value”) is greater than the Call Price paid to such Holder, as then, upon the case may beconsummation of such Change of Control Transaction or such Revaluation Event, Holder shall be entitled to receive an additional cash payment equal to (i) the number of Restricted Shares subject to the Call Right, multiplied by (ii) the excess of (x) the Corporate Event Value over (y) the Call Price. Such additional payment shall be made to Holder within sixty (60) days following the consummation of such Change in Control Transaction or Revaluation Event using the methods set forth in Section 6(f) and shall represent additional purchase price paid for the Restricted Shares subject to the exercised Call Right. For purposes of this SectionAgreement, Cause “Revaluation Event” means the consummation of a bona fide equity financing or other equity issuance (which shall include, for the avoidance of doubt, any merger, consolidation or similar transaction with an unaffiliated third party in which equity or quasi-equity securities of the Company are issued as consideration), as a result of which an equity value is defined as (A) material and willful dishonesty or extreme misconduct, (B) failure to substantially perform the duties of his employment that is demonstrably and materially injurious implied to the Company as a whole (and which has not been cured within 30 days after a written demand not, for substantial performance is delivered the avoidance of doubt, to the Executive by equity or on behalf of the Management Committee of the Company, which demand specifically identifies the manner quasi-equity security issued in which the Management Committee believes that the Executive has not substantially performed his duties, connection with such equity financing or (C) any conviction of a felony involving moral turpitude. (b) The Company's Call Right shall be exercisable at any time, and from time to time, following the occurrence of the applicable event in clause (i) or (ii) above. The Company shall exercise the Company's Call Right by written notice to the Executive, specifying the amount and type of Executive's Securities to be purchased and the time and place of delivery and payment therefor. (c) For purposes of this Section 3, the term "Fair Market Value," as of the date with respect to which the determination of Fair Market Value is being made (the "Determination Date"other equity issuance), shall mean (i) with respect to other than a Unit or a share, the fair market value Change of the Unit or share as reasonably determined by the Management Committee of the Company as of the Determination Date, and (ii) with respect to options that are vested and exercisable as of the Determination Date, (A) the fair market value of the Units or shares (determined in accordance with clause (i) of this definition) underlying such options MINUS (B) the exercise price for which the underlying Units or shares may be purchased pursuant to such options. The Fair Market Value of options that are not vested or are not exercisable as of the Determination Date shall be deemed to be zero. In the event that, within five (5) days after receipt of notice of the valuation by the Management Committee of the Company, the Executive gives the Company notice that he disagrees in good faith with the Management Committee's valuation, then the Fair Market Value of the Units or shares, as the case may be, shall be determined by a nationally recognized accounting firm chosen by the Company. The Company and the Executive agree that such determination shall be conclusive and binding on each of them. If the Fair Market Value so established is more than five percent (5%) higher than the Fair Market Value established by the Management Committee of the Company, the expense of such accounting firm's valuation shall be borne entirely by the Company. Otherwise, the expense of the independent accounting firm's valuation shall be borne by the ExecutiveControl Transaction.

Call Right. (a) In the event that (i) the Executive breaches this Agreement or (ii) the Executive's employment with At anytime following January 31, 2008, so long as the Company is terminated for Cause (as defined below) has fully repaid all Obligations owing under the Loan Agreement, the Company shall have the right (to purchase from the "Company's Call Right") to require the Executive to tender and sell all or any Holder a portion of the equity interest in the Company or any successor entity held, directly or indirectly, by the Executive, including Units, shares, and any options, warrants or other securities entitling the Executive to purchase shares of the Company or any successor entity (collectively, the "Executive's Securities") to the Company for cash in an amount equal to unexercised Warrant representing the lesser of (x) the value 200,000 shares of the Executive's Securities based upon $150 million equity value of the Company and Common Stock or (y) 80% the remaining balance of the Fair Market Value unexercised Warrant (such lesser amount, the "Maximum Call Amount") by providing written notice to the Holder (the "Call Notice"). The Company shall be entitled to only one Call Notice and such Call Notice shall specify the number of shares of Common Stock subject to such call right up to the Maximum Call Amount. Any exercise by the Company of its call right shall be irrevocable. The closing of the purchase by the Company, and the sale by the Holder, of the portion of the unexercised Warrant specified in the Call Notice, following exercise by the Company of its call right (the "Call Closing") shall be held at the principal office of Holder or its legal counsel within 30 days of Holder's receipt of the Company's Call Notice. At the Call Closing, Holder shall deliver the unexercised portion of the Warrant to the Company against receipt from the Company of the aggregate Call Price (as defined below) therefor in cash by wire transfer of immediately available funds to Holder's designated account. To the extent that the Call Notice is for less than the entire balance of the Executive's Securities as unexercised Warrant, the Holder shall be entitled to receive an amended and restated warrant for the unpurchased balance of the date of Warrant remaining after such breach or termination, as the case may be. For purposes of this Section, Cause is defined as (A) material and willful dishonesty or extreme misconduct, (B) failure to substantially perform the duties of his employment that is demonstrably and materially injurious to the Company and which has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by or on behalf of the Management Committee of the Company, which demand specifically identifies the manner in which the Management Committee believes that the Executive has not substantially performed his duties, or (C) any conviction of a felony involving moral turpitude. (b) The Company's Call Right shall be exercisable at any time, and from time to time, following the occurrence of the applicable event in clause (i) or (ii) above. The Company shall exercise the Company's Call Right by written notice to the Executive, specifying the amount and type of Executive's Securities to be purchased and the time and place of delivery and payment therefor. (c) For purposes of this Section 3, the term "Fair Market Value," as of the date with respect to which the determination of Fair Market Value is being made (the "Determination Date"), shall mean (i) with respect to a Unit or a share, the fair market value of the Unit or share as reasonably determined by the Management Committee of the Company as of the Determination Date, and (ii) with respect to options that are vested and exercisable as of the Determination Date, (A) the fair market value of the Units or shares (determined in accordance with clause (i) of this definition) underlying such options MINUS (B) the exercise price for which the underlying Units or shares may be purchased pursuant to such options. The Fair Market Value of options that are not vested or are not exercisable as of the Determination Date shall be deemed to be zero. In the event that, within five (5) days after receipt of notice of the valuation by the Management Committee of the Company, the Executive gives the Company notice that he disagrees in good faith with the Management Committee's valuation, then the Fair Market Value of the Units or shares, as the case may be, shall be determined by a nationally recognized accounting firm chosen by the Company. The Company and the Executive agree that such determination shall be conclusive and binding on each of them. If the Fair Market Value so established is more than five percent (5%) higher than the Fair Market Value established by the Management Committee of the Company, the expense of such accounting firm's valuation shall be borne entirely by the Company. Otherwise, the expense of the independent accounting firm's valuation shall be borne by the Executive.call which

Call Right. If at any time after the date hereof: (i) an order is made for the bankruptcy, winding-up or dissolution of a Member or a liquidator, receiver, administrative receiver, examiner or trustee (or any equivalent officer in any applicable jurisdiction) is appointed to, or over all or part of the business and/or assets of, a Member or a Member stops or suspends payments to its creditors generally or, being unable or admitting its inability to pay its debts as they fall due, a Member seeks to enter into any composition or other arrangement with its creditors or, being declared insolvent, a creditor taking possession over all or any part of the assets or business of a Member or any execution or other legal process is enforced against the business or any substantial asset of a Member and is not discharged within 14 days, or anything analogous or having a substantially similar effect to any of the foregoing events occurs under the law of any applicable jurisdiction; (ii) a Member breaches the covenants contained in Article 14 hereof or (iii) a Member materially breaches the terms of this Agreement, then such Member (hereinafter in this section 11.1 the “Vendor”) and its Affiliates shall be deemed to have offered to sell all of the Purchased Securities beneficially owned or controlled by the Vendor and its Affiliates to the other Members, for a period of six (6) months, for a price equal to (a) In the event that ninety percent (i90%) the Executive breaches this Agreement or (ii) the Executive's employment with the Company is terminated for Cause (as defined below) the Company shall have the right (the "Company's Call Right") to require the Executive to tender and sell all or any portion of the equity interest in the Company or any successor entity held, directly or indirectly, by the Executive, including Units, shares, and any options, warrants or other securities entitling the Executive to purchase shares of the Company or any successor entity (collectively, the "Executive's Securities") to the Company for cash in an amount equal to the lesser of (x) the value of the Executive's Securities based upon $150 million equity value of the Company and (y) 80% of the Fair Market Value (as defined below) of such Purchased Securities, in the case of the Executive's Securities as of the date of such breach or terminationevents contemplated in (ii) and (iii) above, as the case may be. For purposes of this Section, Cause is defined as (A) material and willful dishonesty or extreme misconduct, (B) failure to substantially perform the duties of his employment that is demonstrably and materially injurious to the Company and which has not been cured within 30 days after a written demand for substantial performance is delivered to the Executive by or on behalf of the Management Committee of the Company, which demand specifically identifies the manner in which the Management Committee believes that the Executive has not substantially performed his duties, or (C) any conviction of a felony involving moral turpitude. (b) The Company's Call Right shall be exercisable at any time, and from time to time, following the occurrence of the applicable event in clause (i) or (ii) above. The Company shall exercise the Company's Call Right by written notice to the Executive, specifying the amount and type of Executive's Securities to be purchased and the time and place of delivery and payment therefor. (c) For purposes of this Section 3, the term "Fair Market Value," as of the date with respect to which the determination of Fair Market Value is being made (the "Determination Date"), shall mean (i) with respect to a Unit or a share, the fair market value of the Unit or share as reasonably determined by the Management Committee of the Company as of the Determination Date, and (ii) with respect to options that are vested and exercisable as of the Determination Date, (A) the fair market value of the Units or shares (determined in accordance with clause (i) of this definition) underlying such options MINUS (B) the exercise price for which the underlying Units or shares may be purchased pursuant to such options. The Fair Market Value of options that are not vested or are not exercisable as of the Determination Date shall be deemed to be zero. In the event that, within five (5) days after receipt of notice of the valuation by the Management Committee of the Company, the Executive gives the Company notice that he disagrees in good faith with the Management Committee's valuation, then the Fair Market Value of the Units or sharessuch Purchased Securities, as in the case may beof the event contemplated in (i) above, shall be determined by a nationally recognized accounting firm chosen by the Company. The Company whole in accordance with the provisions and the Executive agree that such determination shall be conclusive procedures set forth in this Agreement, including, without limitation, Article 12 and binding on each of themsection 16.5 hereof. If the Fair Market Value so established Vendor is more than five percent (5%) higher than the Fair Market Value established by the Management Committee Labopharm USA, then Labopharm Europe Limited covenants to sell its units of the Company, the expense of such accounting firm's valuation shall be borne entirely by the Company. Otherwise, the expense Limited Partnership as part of the independent accounting firm's valuation shall be borne by Purchased Securities pursuant to the Executiveterms of this section 11.1 and Labopharm Inc. covenants to sell its shares in the capital of ▇▇▇▇▇▇▇▇ Labopharm MGP Limited and in the capital of ▇▇▇▇▇▇▇▇ Labopharm SGP Limited pursuant to the terms of this section 11.1. If the Vendor is ▇▇▇▇▇▇▇▇ Pharmaceutical, then Amuchina covenants to sell its units of the Limited Partnership and its shares in the capital of ▇▇▇▇▇▇▇▇ Labopharm MGP Limited and in the capital of ▇▇▇▇▇▇▇▇ Labopharm SGP Limited as part of the Purchased Securities pursuant to the terms of this section 11.1.