A call right is a contractual clause that grants a party the ability to buy a specific asset or financial instrument at a predetermined price within a certain period. This provision is often used to provide flexibility and control to the party holding the right, allowing them to capitalize on favorable market conditions or strategic opportunities.
2. Call Rights Seller is an indirect wholly owned subsidiary of NRZ. Certain subsidiaries of NRZ own Call Rights in respect of certain residential mortgage-backed securitization transactions. Certain subsidiaries of NRZ own the right to direct the servicer, holder of subordinate securities and/or other applicable party (any such party, an “Other Party”) to exercise Call Rights with respect to certain residential mortgage-backed securitization transactions (such rights, “Direction Rights”).
Exercise of Specified Call Rights In furtherance of the Sale Transaction, NRZ agrees that it will only exercise, or cause or permit its applicable subsidiaries to exercise, any Specified Call Right controlled by it, if any, at the written direction of Company.
Notice for Exercise of Specified Call Rights. (i) Company Direction. If Company desires to direct NRZ or its subsidiaries to exercise a Specified Call Right, Company shall give written notice thereof (a “Direction Notice”) to NRZ no later than thirty (30) days prior to the 1 date on which NRZ is required to provide notice regarding exercise of such Specified Call Right (either pursuant to the definitive documentation governing the applicable Specified RMBS Transaction or under agreements between the related NRZ Party and Other Party regarding the exercise of the related Direction Right).
Benefit of Exercise of Specified Call Rights If NRZ (or a subsidiary thereof) exercises any Specified Call Right at the written direction of Company, NRZ (and/or a designee thereof) and Company (and/or a designee thereof) shall share in the profits and losses in connection with such exercise in the manner set forth below.
The profits and losses for any Specified Call Right shall be determined by NRZ in its good faith discretion in a manner consistent with its practices and procedures for determining the profitability of Call Rights prior to the date of this letter agreement. Such profitability shall be determined giving effect to the related (i) Termination Price, and (ii) Expense Amounts. NRZ shall provide the Company’s representatives with access to the workpapers and other materials used to make such determination and will consult with those representatives to explain the calculation.
Subject to the requirement in Section 4.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which Parent has not exercised the Liquidation Call Right, Parent and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, pursuant to the Exchangeable Share Provisions, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its Subsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by Parent or Callco, as the case may be, to each such holder of the Exchangeable Share Price (payable in the form of the Exchangeable Share Consideration) applicable on the last Business Day prior to the Liquidation Date (the “Liquidation Call Purchase Price”) in accordance with Section 4.1(c). In the event of the exercise of the Liquidation Call Right by Parent or Callco, as the case may be, each such holder of Exchangeable Shares (other than Parent and its Subsidiaries) shall be obligated to sell all of the Exchangeable Shares held by the holder to Parent or Callco, as the case may be, on the Liquidation Date upon payment by Parent or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and the Company shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased.
Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which Parent has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, Parent or Callco, as the case may be, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and the Company of its intention to exercise such right (i) in the case of a voluntary liquidation, dissolution or winding-up of the Company or any other voluntary distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, at ten (10) Business Days before the Liquidation Date, or (ii) in the case of an involuntary liquidation, dissolution or winding-up of the Company or any other involuntary distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, at least five (5) Business Days before the Liquidation Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Parent and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which Parent or Callco may exercise the Liquidation Call Right. If Parent and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its Subsidiaries) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration).
Redemption Call Right. Upon the occurrence of a Redemption Call Event, Parent shall have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Class B Shares by Exchangeco pursuant to Article 8 of the Class B Share Provisions, to purchase from all but not less than all of the Class B Shareholders (other than any Class B Shareholder which is an Affiliate of Parent) on the Redemption Date or, if the Class B Shares have not otherwise been redeemed or retracted by such date, any date following the Redemption Date (the “Later Redemption Date”), all but not less than all of the Class B Shares held by each such holder on payment by Parent to each Class B Shareholder an amount per Class B Share (the “Redemption Call Purchase Price”) equal to the Class B Share Consideration on the last Business Day prior to the Redemption Date or the Later Redemption Date, as applicable. In the event of the exercise of the Redemption Call Right by Parent, each Class B Shareholder shall be obligated to sell all the Class B Shares held by the Class B Shareholder to Parent on the Redemption Date or the Later Redemption Date, as applicable, on payment by Parent to the Class B Shareholder of the Redemption Call Purchase Price for each such Class B Share, and Exchangeco shall have no obligation to redeem such Class B Shares so purchased by Parent.
(d)If neither Parent nor Callco notifies the Transfer Agent and the Company in accordance with Section 5.1(b) of its intention to exercise the Liquidation Call Right in the manner and timing described above, each holder of Exchangeable Shares will, at the holder’s discretion, be entitled to demand (by way of notice given to the Company or Parent) that Parent exercise (or cause Callco to exercise) the Liquidation Call Right in respect of the shares covered by the notice.
Right to Purchase. Subject to the terms and conditions of this Agreement, GCEH hereby irrevocably grants to Alon Paramount the right (the “Call Right”), but not the obligation, to purchase all or such portion of the Option Units at the Unit Purchase Price (as defined below) as Alon Paramount may designate in the Call Exercise Notice (as defined below) during the 90 day period (the “Option Exercise Period”) commencing on the date on which the Company (x) certifies in writing to Alon Paramount that the Refinery has reached Certified Operations, (y) notifies Alon Paramount in writing of the Unit Purchase Price in the event the Unit Purchase Price has been adjusted as provided for in Sections 4(c) and 4(d), and (z) provides Alon Paramount with the information required pursuant to Section 2. “Certified Operations” means that (i) the recommissioning of the Refinery has been completed and (ii) the Refinery has commercially operated for 90 continuous days at 80% or greater of its designed/nameplate refining capacity for each of such 90 days. Without limiting the preceding, Alon Paramount may exercise the Call Right at any time prior to the commencement of the Option Exercise Period by providing the Call Exercise Notice to GCEH.
WHEREAS, this Agreement amends, restates and supersedes the Original Option. Pursuant to the terms and conditions set forth in this Agreement, the Company and Timios are granting to the Buyer, and the Buyer is accepting from the Company and Timios, an option to purchase (at the Buyer’s sole and exclusive discretion) from (i) the Company an amount of shares of common stock of Timios (the “Timios Common Stock”) representing seventy percent (70%) of the then issued and outstanding Timios Common Stock on a Fully-Diluted Basis (as defined below) (the “Timios Call Shares”) at the time the Call Right (as defined below) is effected or (ii) Timios an amount of shares of common stock of Fiducia (the “Fiducia Common Stock”) representing seventy percent (70%) of the then issued and outstanding Fiducia Common Stock on a Fully-Diluted Basis (as defined below) (the “Fiducia Call Shares”) at the time the Call Right (as defined below) is effected. For purposes hereof, the Timios Call Shares and/or the Fiducia Call Shares are referred to as the “Call Shares”). For purposes hereof, “Fully-Diluted Basis” shall mean at the time the Call Right is effected, without duplication, (i) all issued and outstanding Timios Common Stock or Fiducia Common Stock (as applicable), plus (ii) all shares of Timios Common Stock or Fiducia Common Stock (as applicable) issuable upon conversion of any convertible securities or instruments (whether debt or equity) or the exercise of any option, warrant or similar right, whether or not such conversion, right or option, warrant or similar right is then exercisable;
(a) Right to Buy. Subject to the terms and conditions of this Agreement at any time on and after the date hereof, the Company and Timios hereby grant to the Buyer, and the Buyer accepts from the Company and Timios, the right (the “Call Right”), but not the obligation, to purchase from the Company and Timios the Timios Call Shares or the Fiducia Call Shares (as applicable) at the Call Purchase Price (as defined below). References herein to the Call Shares shall mean the Timios Call Shares or the Fiducia Call Shares that are subject of the Call Right.
(i) If the Buyer desires to buy the Call Shares pursuant to Section 1(a), the Buyer shall deliver to the Company a written, unconditional and irrevocable notice (the “Call Exercise Notice”) of the Buyer’s election to exercise the applicable Call Right for the Call Purchase Price. Such Call Exercise Notice may not be exercised by Buyer on any date prior to May 30, 2023 (the period of time between the Effective Date and May 30th, the “Payback Period”).
(ii) During the Payback Period, the Company shall have the right to repay (the “Repayment Amount”) the entire outstanding balance of the Debenture, plus a redemption premium of 50%. Notwithstanding anything to the contrary in Section 1(a) or in this Section 1(b), if the Buyer receives the Repayment Amount prior to the expiration of the Payback Period, then the Buyer will no longer retain any Call Right and this Agreement will terminate automatically as of the date of such payment. The Buyer’s right to pay the Repayment Amount shall irrevocably expire at the end of the Payback Period.
2.1. Primary Shares; Grant of Primary Call Right. Subject to Section 4.1 and the other provisions of Section 2, during the Call Option Period, at the option of Purchaser, the Notes shall be convertible into Primary Shares, based on the Agreed Valuation, in a single transaction, as set forth in a Call Exercise Notice (as defined below) specifying the amount of Notes (whether in whole or in part, with respect to each Note then outstanding) to be converted and the number of Primary Shares convertible therefore (the “Primary Call Right”); provided, however, that (i) from and after the occurrence of a Non-Conversion Termination Event, a Non-Conversion Acceleration Event or a Cancellation Termination Event, the Notes (other than the Additional Notes) shall cease to be convertible into Primary Shares; (ii) from and after the occurrence of a Reduction Termination Event, 50% of the principal amount of the Notes (other than the Additional Notes) shall cease to be convertible into Primary Shares pursuant to the procedures set forth in Section 2.2; and (iii) upon the occurrence of a Non-Conversion Termination Event, a Non-Conversion Acceleration Event, a Cancellation Termination Event or a Reduction Termination Event, the Additional Notes shall be cancelled and cease to be outstanding, and the Company shall immediately cease to have any obligations thereunder, including any payment obligation.
Section 3. Grant of Secondary Call Right. By mutual consent, the Parties hereby agree to amend Section 3.1 of the Agreement and to add Section 3.1.1 which shall read as follows as from the date hereof:
3.1 Right to Purchase. Subject to the terms and conditions of this Agreement, including Section 4.1, at any time during the Call Option Period, Purchaser shall have the right (the “Secondary Call Right”), but not the obligation, to cause the Stockholders to sell to Purchaser their Secondary Sale Percentage of Secondary Shares, in a single exercise of the Secondary Call Right for such quantity of Secondary Shares as specified in the Call Exercise Notice (as defined below), for maximum aggregate consideration not to exceed $6,000,000, representing 30% of the unadjusted amount of the Agreed Valuation prior to the issuance of any Additional Notes (the “Call Purchase Price”). The conversion of the notes into shares of Company Capital Stock based on the unadjusted amount of the Agreed Valuation will not affect the total number of Secondary Shares that may be subject to the Secondary Call Right, subject to the limitations set forth in the last sentence of this Section 3.1 and in Section 4.1.
“Call Right” means VICI’s right to require Owner to sell the Eastside Convention Center Property to VICI or an Affiliate of VICI and simultaneously cause Lessee to lease the Eastside Convention Center Property back from VICI or such Affiliate of VICI subject to and in accordance with the terms and conditions of this Agreement.
(a) Call Right. Provided that (i) clauses (1), (2) and (3) (excluding clauses (x) and (y) thereof) of the Put/Call Convention Center Conditions have been satisfied, (ii) the Las Vegas Lease shall be in full force and effect, (iii) Landlord (as defined in the Las Vegas Lease) shall not be in material uncured default under the Las Vegas Lease, and (iv) VICI is not in material default hereunder (and, for the avoidance of doubt, it shall not be deemed a material default if a VICI LD Default occurred and thereafter VICI paid the Owner Liquidated Damages Amount), then, at any time during the VICI Election Period, VICI shall have the right to exercise the Call Right in accordance with the procedures set forth in this Section 5.
(b) Requirements of Call Right Election Notice and Call Right Property Package Request. As a condition to exercising the Call Right, VICI shall deliver to Owner a notice of VICI’s intention to exercise the Call Right and a request for the Call Right Property Package from Owner (collectively, the “Call Right Property Package Request”). As promptly as practicable after receipt of the Call Right Property Package Request, but in no event later than the date occurring thirty (30) days after Owner’s receipt of the Call Right Property Package Request, Owner shall provide to VICI a package of information (the “Call Right Property Package”), which shall set forth all material information with respect to the Eastside Convention Center Property and the Call Right including, without limitation, the following:
A call right is a contractual provision that gives the holder the ability to purchase an asset, security, or property at a specified price within a certain time frame. This option is typically outlined in an agreement and allows the holder to exercise control over the purchase decision. Call rights are often used in various financial transactions, including options trading and partnership agreements.
Call rights should be used when you want to secure the future option to purchase an asset without an immediate obligation to do so. They are effective in scenarios where you anticipate future value increases of the asset or when you want to mitigate potential financial risks. In business partnerships, call rights can protect minority shareholders or partners by allowing them to buy control in case of business disputes.
Writing a call right involves specifying the terms under which the right can be exercised. Here’s a general format:
“The Option Holder has the right, but not the obligation, to purchase 10,000 shares of XYZ Corporation at a price of $50 per share. This Call Right can be exercised within the period commencing on January 1, 2024, and terminating on December 31, 2024, subject to the terms and conditions set forth herein.”
Call rights are commonly found in the following types of contracts:
Try our AI contract analysis and extract important clauses and information from existing contracts.
< <
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A cancellation of promissory note clause outlines the conditions under which a promissory note, which is a financial instrument detailing a borrower's obligation to repay a loan, can be canceled or deemed null and void. This clause typically specifies circumstances such as full repayment, mutual agreement, or certain legal events that would lead to the termination of the borrower's obligations under the note.
Capitalized terms in a contract are specific words or phrases that have been given a distinct, defined meaning within that document. This convention helps ensure clarity and consistency throughout the contract by clearly identifying terms with special significance or particular definitions.
A car allowance clause outlines the terms under which an employer provides a predetermined monetary compensation to an employee for the use or maintenance of their personal vehicle for work-related purposes. This clause typically specifies the amount, frequency of payments, and any conditions or requirements the employee must meet to qualify for the allowance.
Fill out the form and we will get in touch with you to give you a personal, customized demo of fynk.
Greetings!
I'm Markus, co-founder of fynk. After you've submitted the form, I'll swiftly get in touch with you.
Also, right after you submit your details, you can pick a time that works best for you for our meeting.
