Call Option Closing Sample Clauses

Call Option Closing. The closing for the purchase and sale of all of the Warrants and Warrant Shares that the Company has elected to purchase under this Agreement, will take place at the office of the Company, on the date specified in such notice of exercise (the "Call Option Closing"). At the Call Option Closing, the Holders of the Warrants will deliver the Warrants and the certificate or certificates representing the Warrant Shares, duly endorsed in blank. In consideration therefor, the Company will deliver to each Holder the purchase price, which will be payable in immediately available funds.

Call Option Closing. (a) The closing of the sale of the applicable Deliverable Securities resulting from the exercise of the Call Option (the “Call Option Closing”) shall take place at 10:00 a.m. in the City of New York at the offices of Xxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx LLP, or such other law firm as the parties hereto may agree on the date specified by CVH in its Exercise Notice (as defined below), which date in no event shall be (i) less than three (3) or more than six (6) Business Days following the date of the Exercise Notice (the “Call Option Closing Date”); provided that the Call Option Closing Date may be extended by five (5) additional Business Days for the closing of the sale of the Spinco Interests (as defined below) at the request of any Fintech Party; provided further that the Call Option Closing Date may only occur after the Regulatory Approval has been obtained or, in case the Regulatory Approval has not been obtained, after the Spinco Deadline (as defined below). On the Call Option Closing Date, Fintech Advisory, shall, subject to clause (b) below, against receipt of the Exercise Price, sell, convey, transfer and deliver (or cause FIA to deliver) to CVH full right, title and interest in and to the Deliverable Securities, in each case free and clear of all claims and Encumbrances, by executing and delivering (i) an Assignment Agreement, substantially in the form of Exhibit C, and (ii) any such customary instruments of conveyance or purchase agreement as CVH or Fintech Advisory may reasonably request. (b) Notwithstanding the provisions Section 5(a), in the event the Regulatory Approval is not obtained within one year of July 7, 2017 (the “Spinco Deadline”) then after the Spinco Deadline, Fintech Advisory shall have the right to deliver or cause to be delivered, and CVH shall have the right to cause to be delivered, (the “Spinco Delivery Option”), in lieu of delivering the FT Membership Interests, 100% of the capital (the “Spinco Interests”), free and clear of all claims and Encumbrances, of a newly-formed entity established under the laws of the State of Delaware or a jurisdiction mutually agreed upon by the Parties (“Spinco”) (A) the assets of which consist solely of any of (i) shares of Sofora, together with any rights to declared but unpaid dividends of TEO (ii) class B preferred shares of Nortel, together with any rights to declared but unpaid dividends of TEO (“NTL Preferred B Shares”) and/or (iii) ordinary shares of TEO, together with any rights to declare...

Call Option Closing. Upon the Investor’s election to exercise the Call Option, on the Call Option Closing Date each Existing Shareholder shall deliver (a) share certificate or certificates and duly executed stock powers in favor of the Investor or its designee representing the Call Option Shares to the Investor and (b) a duly executed ordinary shares purchase agreement in substantially the form of the Purchase Agreement (the “Call Purchase Agreement”), containing, among other things, (i) representations and warranties of the Company and the Investor which shall speak on and as of the date of signing and closing of such transaction and shall in other respects be identical to the representations and warranties provided in Section 2 of the Purchase Agreement and representations and warranties providing that upon delivery of the Call Option Shares the Investor shall acquire good, valid and marketable title to the Call Option Shares free and clear of any liens, claims or encumbrances imposed by any action or omission of the Existing Shareholders or the Company, provided, however, that (x) the Schedule of Exceptions thereto shall be updated to reflect the then-current situation of the Company and its subsidiaries, and (y) the financial information shall reflect the two most recent fiscal years plus the most recent practicable interim period, (ii) agreements and indemnities of the Company, the Existing Shareholders and the Investor identical to those provided in Sections 6 and 7 of the Purchase Agreement, and (iii) covenants prohibiting the Existing Shareholders and their Affiliates from directly or indirectly (x) competing in or into the Peoples Republic of China and any other countries in which or into which the Company or its subsidiaries conducts business or (y) soliciting, servicing or hiring any then-current or former clients or employees of the Company or its subsidiaries, in each case for a period of twenty-four (24) months from the date of the closing of the Call Purchase Agreement and (iv) confidentiality agreements of the Existing Shareholders. It is understood and agreed that the Investor may by written notice to the Company refuse to consummate the Call Option in the event that (a) the information reflected in the Schedule of Exceptions to the proposed Call Purchase Agreement as compared to the Schedule of Exceptions attached to the Purchase Agreement materially adversely affects the value of the Company and its subsidiaries or the value to the Investor of the proposed i...

Call Option Closing. Unless otherwise agreed by the Parties, the closing of the sale of the Call Shares pursuant to the Call Option shall take place at 1:00 p.m. local time at the registered office of _________ (or such other location as may be agreed by the Parties) on the later of (i) the 20th Business Day after the Call Price has been determined pursuant to Section 5.2 and (ii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals have been unconditionally received, which date shall be deemed to be the date of exercise of the Call Option by the SPE Shareholders. At the closing of the Call Option: (i) the SPE Shareholders and/or their designees, shall pay to the Non-SPE Shareholders the Call Price; and (ii) the Non-SPE Shareholders shall transfer legal and beneficial ownership of the Call Shares to the SPE Shareholders or their designees(s). (iii) each of the selling Non-SPE Shareholders shall deliver to the SPE Shareholders and/or their designees a certificate representing and warranting that (A) such Non-SPE Shareholder is the legal and beneficial owner of the Call Shares being sold thereby and (B) upon the sale and delivery of such Call Shares to the SPE Shareholders and/or their designees against payment therefor in accordance with this Agreement, the SPE Shareholders and/or their designees shall receive good and valid title to such Call Shares, free and clear of any Encumbrances.

Call Option Closing. Completion of the sale and purchase of the Shares following the exercise of the Call Option shall take place no later than five Business Days after the Call Exercise Date thereof (the "Call Closing"). At the Call Closing and upon payment of the Call Price, the Put Holder shall deliver to the Call Holder or to one or more assignees or substitute purchasers designated by it, certificates representing the Shares, which certificates shall be duly endorsed in blank or, in lieu thereof, shall have affixed thereto stock powers executed in blank, and in proper form for transfer. The Call Price for the Shares shall be payable to the Put Holder in cash in U.S. dollars by wire transfer of immediately available funds to an account or accounts, as appropriate, designated in writing by the Put Holder to the Call Holder not less than two Business Days prior to the Call Closing. Failure to pay the Call Price pursuant to this Section 5.03 shall be deemed an event of default under this Agreement.

Call Option Closing. The closing for the purchase and sale of all of the C Warrants and Warrant Shares issued upon any previous exercise of the C Warrants will take place at the office of the Company, on the date specified in such notice of exercise (the "Call Option Closing"). At the Call Option Closing, the Holders of the C Warrants will deliver the C Warrants and the certificate or certificates representing the Warrant Shares issued upon any previous exercise of C Warrants, duly endorsed in blank. In consideration therefor, the Company will deliver to each Holder the purchase price, which will be payable in immediately available funds.

Call Option Closing. Unless otherwise agreed by the Parties, the closing of the sale of the CallNon-SPE Shares pursuant to the Call Option shall take place at 1:00 p.m. local time at the registered office of the Company (or such other location as may be agreed by the Parties) on the later of (i) the 20th Business Day after the Call Price has been determined pursuant to Section 5.2 and (ii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals have been unconditionally received, which date shall be deemed to be the date of exercise of the Call Option by the SPE Shareholders. At the closing of the Call Option:

Call Option Closing. First Refusal and Co-Sale Rights..................................

Call Option Closing. The closing of the sale of the Call Option Shares as contemplated by ARTICLE 4 hereof (the “Call Option Closing”) shall take place pursuant to the requirements of ARTICLE 4 hereof. The date on which the Call Option Closing occurs is herein referred to as the “Call Option Closing Date”.

Call Option Closing. 7.1 The Call Option Closing shall take place at the offices of VHC or at the offices of an attorney appointed by VHC and notified to the Debtors, in Athens Greece, starting at 11 a.m. on the Call Option Closing Date, or via fax or electronic mail (if feasible under Applicable Law and agreed between the Parties). 7.2 At the Call Option Closing, each of the Debtors and VHC shall fill in, sign and submit any transfer Tax Returns required under applicable law, and complete and sign short form transfer agreements, and/or instruments of transfer, as the case may be, with the minimum necessary contents required by applicable law in the form and substance to the satisfaction of VHC (the “Call Option Share Transfer Agreement(s)”), in three (3) originals of each such Agreement for each one of the Debtors. 7.3 At the Closing, VHC or any Person designated by VHC shall pay the Call Option Price by wire transfer, in immediately available funds, in the relevant Debtors Bank Accounts and deliver the bank extract evidencing the wire transfer of the Call Option Price to the Debtors Bank Accounts. Alternatively, VHC or any Person designated by VHC may at its discretion execute a set –off of the Call Option Price against any amount owing by any of the Debtors to any Seller. 7.4 At the Closing, the relevant Debtors-sellers of Call Option Shares shall: (i) Pay any tax due and deliver one (1) original of the Transfer Tax Returns certified by the competent tax authority, as per applicable law; (ii) register together with VHC the transfer of the relevant Call Option Shares to VHC in the Shareholders Register of the relevant Company; (iii) perform all other actions necessary under applicable law to give full force and effect to the transfer of the relevant Call Option Shares. 7.5 Within (10) Business Days from Closing, each Debtor shall deliver to VHC one (1) original copy of the Call Option Share Transfer Agreement duly certified by the competent tax authorities, as per applicable law. 7.6 Failure by any of the Debtors to comply with any of their respective obligations under any Call Option exercised by VHC constitutes an event of default hereunder and the Guarantee of Clause 8. 7.7 Failure by any of the Debtors to comply with any of their respective obligations under any Call Option shall constitute an Enforcement Event, and VHC shall be entitled to proceed to the enforcement of any or all the Pledges pursuant to the Pledge Agreements. 7.8 If VHC elects to specify a new date for ...