Common use of Call Option Closing Clause in Contracts

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 declared but unpaid dividends (whether directly or in the form of American Depositary Shares, “TEO Securities”), which in the aggregate will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared but unpaid dividends (after giving effect to the Reorganization but prior to the Merger), which as of July 7, 2017 is represented by 130,969,944 shares of common stock of TEO, together with any right to declared but unpaid dividends and (B) which has no Liabilities. If Fintech Advisory or CVH wishes to exercise the Spinco Delivery Option, it shall provide notice thereof to the other party three (3) Business Days prior to the Call Option Closing Date. For the avoidance of doubt, if any party elects the Spinco Delivery Option, Spinco Interests shall be delivered in lieu of FT Membership Interests. Notwithstanding the foregoing, if CVH elects the Spinco Delivery Option and on the Call Option Closing Date Fintech Advisory is unable to deliver the Spinco Interests, then FIA shall be obligated to deliver and CVH shall be entitled to receive the VLG Membership Interests (as defined below) in lieu of the Spinco Interests. (c) Notwithstanding the provisions of Section 5(a) and Section 5(b), if the Call Option Closing Date occurs after the date on which the Regulatory Approval is received, Fintech Advisory and CVH shall have the right (the “VLG Delivery Option”) to deliver and receive, respectively, in lieu of FT Membership Interests, 21.55% of the total membership interests of VLG, together with any rights to declared but unpaid dividends of Cablevision (such interests, the “VLG Membership Interests”), free and clear of all claims and Encumbrances. For the avoidance of doubt, VLG Membership Interests shall also refer to equity interests of any successors of VLG formed by split-off, including the VLG Split Off (as defined in the TEO Shareholders’ Agreement). If Fintech Advisory or CVH wishes to exercise the VLG Delivery Option, it shall provide notice thereof to other party three (3) Business Days prior to the Call Option Closing Date. For the avoidance of doubt, if any party chooses to exercise the VLG Delivery Option, VLG Membership Interests shall be delivered in lieu of FT Membership Interests. (d) Payment of the Exercise Price shall be made in full by CVH to Fintech Advisory (or FIA in the event that FIA transfers the VLG Membership Interests pursuant to this Section 5) in U.S. dollars by wire transfer of immediately available funds to a bank account in the United States of America designated by Fintech Advisory or FIA, as applicable, no later than on the Call Option Closing Date.

Call Option Closing. (Upon the Call Option Exercise Notification, Metro Net shall comply with the following requirements, which may be waived by Maxcom at Maxcom's sole discretion: a) The closing Metro Net shall make the representations and warranties set forth in Section 4.1 of the sale of Capacity Sale Agreement, in connection with the applicable Deliverable Securities resulting from the exercise Call Option Closing and such representation and warranties shall be true and correct in all material respects as of the Call Option Closing Date and Maxcom shall have reasonably confirmed such compliance to its satisfaction; b) Metro Net shall have performed and complied with all of its covenants hereunder and under the Capacity Sale Agreement (the “Call Option Closing”) shall take place at 10:00 a.m. including but not limited to those provided 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 Article 5 of the Exercise Notice (the “Call Option Closing Date”); provided that Capacity Sale Agreement) in all material respects through the Call Option Closing Date may be extended and Maxcom shall have reasonably confirmed such compliance to its satisfaction; c) Maxcom shall have the right to reasonably confirm at its satisfaction, through prior verification, that the fiber optic capacity being delivered by five (5) additional Business Days for the closing of the sale of the Spinco Interests (as defined below) Metro Net at the request of any Fintech Party; provided further that the Call Option Closing Date may only occur after complies with Maxcom's Acceptance Protocol; in the Regulatory Approval has been obtained or, in case understanding that the Regulatory Approval has not been obtained, after the Spinco Deadline (as defined below). On the corresponding 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 declared but unpaid dividends (whether directly or in the form of American Depositary Shares, “TEO Securities”), which in the aggregate will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared but unpaid dividends (after giving effect to the Reorganization but prior to the Merger), which take place even if there are some minor deficiencies as of July 7, 2017 is represented by 130,969,944 shares of common stock of TEO, together with any right to declared but unpaid dividends and (B) which has no Liabilities. If Fintech Advisory or CVH wishes to exercise the Spinco Delivery Option, it shall provide notice thereof to the other party three (3) Business Days prior to the Call Option Closing Date. For the avoidance of doubt, if any party elects the Spinco Delivery Option, Spinco Interests shall be delivered in lieu of FT Membership Interests. Notwithstanding the foregoing, if CVH elects the Spinco Delivery Option and on the such Call Option Closing Date Fintech Advisory to be listed in the corresponding Punch List; d) Metro Net shall make the representation and warranty that there is unable to deliver the Spinco Interestsno action, then FIA shall be obligated to deliver and CVH shall be entitled to receive the VLG Membership Interests suit, or proceeding pending or threatened against Metro Net before any Government Authority wherein an unfavorable injunction, judgment, order, decree, ruling, charge or award would (as defined belowi) in lieu prevent perfection or consummation of any of the Spinco Interests. transactions contemplated by the Capacity Sale Agreement or this Amendment, (cii) Notwithstanding cause any of the provisions transactions contemplated by the Capacity Sale Agreement or this Amendment to be rescinded following perfection or consummation, (iii) affect adversely the right of Section 5(a) Maxcom to own, use and Section 5(b)control the Acquired Capacity, if the Call Option Closing Date occurs after or the date on which Optioned Capacity, and no such injunction, judgment, order, decree, ruling, charge or award shall be in effect; e) Metro Net shall make the Regulatory Approval is receivedrepresentation and warranty that all other actions to be taken by Metro Net, Fintech Advisory and CVH all other certificates, instruments, and other documents required to effect the transactions contemplated hereby with respect to the sale of the South Ring Mexico City Backbone Capacity have occurred and been delivered in form and substance satisfactory to Maxcom; and f) Metro Net shall have delivered to Maxcom a certificate to the right (the “VLG Delivery Option”) to deliver and receive, respectively, in lieu of FT Membership Interests, 21.55% effect that each of the total membership interests of VLG, together with any rights to declared but unpaid dividends of Cablevision (such interests, the “VLG Membership Interests”), free and clear of conditions specified in these Sections is satisfied in all claims and Encumbrances. For the avoidance of doubt, VLG Membership Interests shall also refer to equity interests of any successors of VLG formed by split-off, including the VLG Split Off (as defined in the TEO Shareholders’ Agreement). If Fintech Advisory or CVH wishes to exercise the VLG Delivery Option, it shall provide notice thereof to other party three (3) Business Days prior to the Call Option Closing Date. For the avoidance of doubt, if any party chooses to exercise the VLG Delivery Option, VLG Membership Interests shall be delivered in lieu of FT Membership Interestsrespects. (d) Payment of the Exercise Price shall be made in full by CVH to Fintech Advisory (or FIA in the event that FIA transfers the VLG Membership Interests pursuant to this Section 5) in U.S. dollars by wire transfer of immediately available funds to a bank account in the United States of America designated by Fintech Advisory or FIA, as applicable, no later than on the Call Option Closing Date.

Call Option Closing. (a) The closing of the sale purchase of the applicable Deliverable Securities resulting from Management Shares pursuant to the exercise of the a 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 occur 20 business days after the date of the Exercise Notice (notice of exercise thereof, at the “Call Option Closing Date”); provided that principal office of the Company at 11:00 a.m. local time, or at such other time and location as the parties to such purchase may mutually determine. At the closing, the holders of Management Shares subject to the Call Option Closing Date shall deliver to the Company or the Designated Persons, as the case may be extended by five (5) additional Business Days for be, a certificate or certificates representing the closing of the sale of the Spinco Interests (as defined below) at the request of any Fintech Party; provided further that Management Shares subject to the Call Option Closing Date may only occur after the Regulatory Approval has been obtained orOption, 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, duly endorsed for transfer and deliver (or cause FIA to deliver) to CVH full rightwith signatures guaranteed, title and interest in and to the Deliverable Securities, in each case free and clear of all claims and Encumbrancesany lien or encumbrance, with any necessary stock transfer tax stamps affixed, against payment of the purchase price by executing and delivering (i) an Assignment Agreementcertified or bank check; provided that if the payment of such purchase price, substantially or the payment to the Company of dividends with which to pay such purchase price, is then obstructed by the Credit Agreement or any other instrument evidencing or governing any indebtedness for money borrowed by the Company or its subsidiaries, then payment may be made in full or in part by delivery of a Call Note in the form of Exhibit C6.3 (a "Call Note") having an ----------- aggregate principal amount equal to -15- Omega Holdings, Inc. Stockholders Agreement -------------------------------------------------------------------------------- the portion of the purchase price represented by such Call Note; 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), provided further that in the event the Regulatory Approval is not obtained within one year case of July 7, 2017 (the “Spinco Deadline”) then after the Spinco Deadline, Fintech Advisory shall have the right to deliver Management Shares that constitute Common Stock originally issued on 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 declared but unpaid dividends (whether directly or in the form of American Depositary Shares, “TEO Securities”), which in the aggregate will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared but unpaid dividends (after giving effect to the Reorganization but prior to the Merger), which as of July 7, 2017 is represented by 130,969,944 shares of common stock of TEO, together with any right to declared but unpaid dividends and (B) which has no Liabilities. If Fintech Advisory or CVH wishes to exercise the Spinco Delivery Option, it shall provide notice thereof to the other party three (3) Business Days prior to the Call Option Closing Date. For the avoidance of doubt, if any party elects the Spinco Delivery Option, Spinco Interests shall be delivered in lieu of FT Membership Interests. Notwithstanding the foregoing, if CVH elects the Spinco Delivery Option and on the Call Option Closing Date Fintech Advisory is unable to deliver the Spinco Interests, then FIA shall be obligated to deliver and CVH shall be entitled to receive the VLG Membership Interests (as defined below) in lieu of the Spinco Interests. (c) Notwithstanding the provisions of Section 5(a) and Section 5(b), if the Call Option Closing Date occurs after the date of the Termination Event for the relevant Officer Management Stockholder pursuant to (or issued with respect to Management Shares originally issued on or after the date of such Termination Event pursuant to) an Option, the Company may in its sole discretion pay all or any part of such purchase price that would otherwise be payable in cash at such closing by delivery of a Call Note, and such Call Note shall, subject to the foregoing and as provided therein, be payable in full upon the consummation of any transaction (other than a Public Offering) immediately following which the Regulatory Approval is received, Fintech Advisory and CVH shall have the right (the “VLG Delivery Option”) to deliver and receive, respectively, in lieu of FT Membership Interests, 21.55% holders of the total membership interests of VLG, together with any rights to declared but unpaid dividends of Cablevision Common Stock issued and outstanding following the Merger on the effective date hereof and their Affiliates shall own less than fifty percent (such interests, the “VLG Membership Interests”), free and clear 50%) of all claims and Encumbrances. For such shares of Common Stock (including without limitation all shares issued by the avoidance Company in respect of doubtsuch shares by way of stock dividend, VLG Membership Interests shall also refer to equity interests stock split or combination of any successors of VLG formed by split-off, including the VLG Split Off (as defined in the TEO Shareholders’ Agreementshares). If Fintech Advisory or CVH wishes to exercise the VLG Delivery Option, it shall provide notice thereof to other party three (3) Business Days prior to the Call Option Closing Date. For the avoidance of doubt, if any party chooses to exercise the VLG Delivery Option, VLG Membership Interests shall be delivered in lieu of FT Membership Interests. (d) Payment of the Exercise Price shall be made in full by CVH to Fintech Advisory (or FIA in the event that FIA transfers the VLG Membership Interests pursuant to this Section 5) in U.S. dollars by wire transfer of immediately available funds to a bank account in the United States of America designated by Fintech Advisory or FIA, as applicable, no later than on the Call Option Closing Date.