Second Call Clause Samples

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Second Call. If the First Call pursuant to Section 2.5 of the Purchase Agreement is exercised, then for a period of ninety (90) days commencing on the exercise of the First Call ("Second Call Period"), Numerex shall have the right to purchase ("Second Call") that number of Shares ("Second Call Shares") from the Initial Shareholders, on a pro rata basis, determined by multiplying the total number of outstanding Shares as of the date the Second Call Notice (as defined below) is given and after giving effect to the exercise of the First Call, if any, by the Second Call Percentage (as defined below). The "Second Call Percentage" shall be (i) the percentage ownership of Shares of the Company by Numerex as of the date of the Second Call Notice after giving effect to the exercise of the First Call, if any, subtracted from (ii) 51%. 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. Numerex may exercise this Second Call by giving the Initial Shareholders written notice ("Second Call Notice") at any time during the Second Call Period.
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Second Call not scheduled for standby, but who agrees to work on a second call will be 9 compensated at two (2) times the straight-time hourly rate of pay for a minimum of 10 three (3) hours, plus an additional four dollars and fifty cents ($4.50) per hour for each 11 hour so worked or compensated. This three (3) hour minimum shall not apply to a 12 nurse who is working during the first thirty (30) minutes of a scheduled standby/on-call 13 shift that immediately follows the completion of the nurse’s scheduled shift end time.
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Second Call. (a) On second and subsequent call, ordinary and extraordinary Shareholders' meetings shall be considered legally installed whenever attended by Shareholders representing at least fifty percent (50%) of all the Common Shares outstanding evidencing the capital stock of MSX. Subject to Section 3.1.7, resolutions will ------------------ Agreement] shall be revised in its entirety to read as follows: "The Shareholder that has the right to designate the Manager shall also have the right to designate the Officers of MS." be valid and binding when adopted by the affirmative vote of Common Shares representing no less than fifty percent (50%) of all Common Shares outstanding representing the capital stock of MSX.
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Second Call. If a duly called Shareholders' Meeting is not held upon the first call and the date for a second call has not been indicated in the notice, the second call shall be made subject to the same publication requirements as those set forth for the first call, indicating that it is a second call, within ten (10) days following the date of the meeting not held and at least three (3) days in advance of the second meeting.
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Second Call. In the event that (i) Eclipse does not deliver a Baseline Product to the Company on or prior to Expected Delivery Date, (ii) Eclipse delivers the Baseline Product to the Company timely, but such Baseline Product fails acceptance testing and Eclipse fails to attempt to correct the relevant Deficiencies, or (iii) the second round of acceptance testing contemplated by subsection (B) above does not result in the issuance of the Certificate of Acceptance, then at any time during the Second Call Period, PCTEL may, in its sole discretion, 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”). The closing date for the Second Call shall be specified in the Second Call Notice and shall be no earlier than twenty (20) days, and no later than sixty (60) days, following the date of the Second Call Notice (the “Second Call Closing Date”). PCTEL shall pay the Second Call Price in cash to Eclipse on the Second Call Closing Date. Simultaneously with the payment of the Second Call Price, Eclipse shall execute and deliver to PCTEL such assignments and other instruments as may be reasonably required to vest in PCTEL all right, title, and interest in and to the purchased Membership Interests, free and clear of all liens and encumbrances, together with such additional instruments as may be required to effect a Code Section 754 election, which instruments shall contain only customary representations and warranties as to power and authority, title and liens and encumbrances.
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Second Call. The price of the Shares to be sold upon the exercise of the Second Call ("Second Call Price") shall be one-hundred percent (100%) of the Fair Market Value as determined through the appraisal process described in Section 5.5, hereof.
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Second Call. In the event that Qualified Ticket Volume during the third Measurement Period is less than Qualified Ticket Volume during the second Measurement Period, then the Company will have a call on that number of Warrants calculated as follows. First, the amount of equity that the Warrant Holder would have received, had the calculations made in Section 4(c) been made as though the Qualifying Ticket Volume in each of the second and third Measurement Periods had been based on the two-year average of the Qualified Ticket Volume from such periods, will be calculated (the "Second Two Year Equity Amount"). Then, if the amount of equity the Warrant Holder has actually earned (if any), net of any Warrants subject to the call set forth in Section 5(a) above, exceeds the Second Two Year Equity Amount, the Company will have a call on the amount of such excess at the Warrant Holder's cost; PROVIDED, HOWEVER, that the right to exercise Warrants to acquire the first 7,557,041 of Shares, subject to adjustment as hereinafter provided pursuant to Section [**] = Confidential treatment requested for redacted portions.
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Second Call. Dispatch will place a second call to the relief employee for work available during daily dispatch. Should the Relief deck employees not pick up the call placed by the dispatcher; a message will be left for the employee. Relief deck employees are required to return calls placed within (15) minutes or thirty (30) minutes when working aboard a vessel barring operational necessity.
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Related to Second Call

  • Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

  • Subscription Period 5.1.1 The Subscription Period is binding upon both Zensai and the Customer, meaning the Customer cannot terminate the Service, the Support Services and this SAAS Agreement during a Subscription Period. Notwithstanding the above, the Customer can terminate the Subscription due to a material default in the Services, cf. Section 10.3, or if a material change to the terms and conditions of the SAAS Agreement comes into force, cf. Section 16.1, and if the Customer is not in breach of the SAAS Agreement, Zensai will refund a pro rata portion of the Subscription Fee for the remaining un- used period of the Service and Support Services. 5.1.2 The Subscription Fee for the Subscription Period is defined in the Quote. The Customer may add Users or upgrade the Service during the Subscription Period but may not downgrade the number of Users during the Subscription Period. For Support Services, the Customer may upgrade its level of Helpdesk Services during a Subscription Period, but the Customer may not downgrade to a lower service level. 5.1.3 The initial Subscription Period shall be defined in the Quote as accepted by the Customer and shall cover a minimum of 12 months. At the end of the initial term, the Subscription is subject to automatic renewal with a Subscription Period running for terms of 12 months, or longer periods if agreed in a new Quote. The Subscription Fee will be invoiced upon renewal for pre-payment. The Subscription may be changed or terminated by the Customer with a notice of no less than 60 days before renewal. 5.1.4 Zensai may terminate the SAAS Agreement by giving a notice of twelve (12) months before the end of a Subscription Period.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • Qualifying Period If a regular employee is promoted or transferred to a position, then that employee shall be considered a qualifying employee in her new position for a period of ninety (90) calendar days. If a regular employee is promoted or transferred to a position either within or outside the certification and is found to be unsatisfactory, she shall be returned to her previously held position. If a regular employee is promoted to a position, either within or outside the certification, and finds the position to be unsatisfactory, she shall be returned to her previously held position.

  • Refusal to Test 17.1. If a Worker refuses to participate in workplace Drug and Alcohol testing the following will apply: (a) The Employer, will inform the Worker and the workers chosen representative, that the refusal will have the same consequences as a non-negative result, i.e. that the employee will be deemed to be unfit for work due to the presence of alcohol or drugs; (b) If the worker still refuses, the Employer and the PIA, shall consult with the worker and the workers chosen representative, regarding the requirements, process and consequences of refusing to test and encourage them to partake in the test. This would be the second request to be tested; (c) If the worker still refuses, the refusal will be treated as a confirmed positive result, and will be subjected to the relevant consequences of such. All reasonable assistance is to be offered to ensure the employee can make their way from the workplace to a safe location without harm (i.e. taxi, lift from a friend or fellow worker). An agreed leave of absence arrangement is to apply for the duration of their absence.