Call Option Exercise. The State has a right to require FMO to sell and transfer to the State all of its Shares (and not only some) (the "Call Option") against payment of the purchase price in cash for these Shares as determined in accordance with Clause 15.1 (Put Option exercise), which shall apply mutatis mutandis (the "Call Exercise Price"). The State may exercise its Call Option until three (3) months after:
(a) the persons referred to in Clause 14.3.1 have not procured (i) withdrawal of the relevant proposal in writing, or (ii) the General Meeting has validly adopted the relevant proposal, in accordance with Clause 14.3.3; and
(b) the Cooling Down Term has lapsed, by delivering a written notice to that effect to FMO and the Company (such a notice, the "Call Exercise Notice").
Call Option Exercise. Notwithstanding anything to the contrary in this Agreement or the Class B Purchase Agreement, prior to the Closing, Seller may, in its sole and absolute discretion (and Seller hereby expressly reserves all of its rights under the LLC Agreement to), exercise its rights under Section 5.3 of the LLC Agreement to purchase, or cause the Company to purchase, all of the Class B Securities (such exercise, a “Call Option Exercise”). The Parties acknowledge and agree that the Class B Purchase Agreement provides that, in the event of a Call Option Exercise, the Class B Purchase Agreement shall automatically terminate in accordance with the terms thereof and all references herein to Subject Securities shall automatically be deemed to refer to the Company Securities.
Call Option Exercise. (a) Optionholder may only exercise the Call Option if a Matching Proposal has been publicly announced in connection with clause 10.6(b)(1) of the Implementation Deed (“Matching Announcement”).
(b) If, and only if, the pre-condition to exercise in clause 2.1(a) has been fulfilled, Optionholder may exercise the Call Option by signing and delivering to the Shareholder a Call Option Notice at any time before the end of the later of:
(i) the 10th Business Day after the date on which the Matching Announcement was made; and
(ii) the Business Day after the date on which the condition precedent referred to in clause 1.2 is fulfilled.
(c) If the Call Option is not exercised during the period referred to in clause 2.1(b), the Call Option will lapse.
Call Option Exercise. To exercise the Call Option, the Required Purchasers shall given written notice to the Lenders during the existence of a Redemption Event, specifying the date (the "Call Option Purchase Date") on which closing of the Call Option is to occur. The Call Option Purchase Date shall be not less than three (3) Business Days after the date of the Lenders' receipt of such notice.
Call Option Exercise. (a) Subject to the conditions herein, the Purchasers may deliver a Call Notice, which Call Notice must specify a date that is the last day of the StepStone fiscal quarter during which the Call Notice is made (and no earlier than September 30, 2027 (the date so specified, the “Call Determination Date,” and any Call Determination Date or Put Determination Date being a “Determination Date”)).
(b) The Call Notice, if any, shall require the Purchasers to acquire not less than all of the Outstanding Profits Interest.
Call Option Exercise. Under the condition precedent that the Closing Events as defined in Sec. 4.2 of the Sale and Purchase Agreement have occurred, the Buyer is at any time after January 3, 2005 and prior to March 31, 2005 (the "Option Period") entitled to exercise the Buyer's Call Option by registered letter (Einschreiben) to Seller. Upon exercise of the Buyer's Call Option, the Call Option SPA will be deemed accepted and concluded.
Call Option Exercise. (a) NWS may exercise the Call Option by delivering 3 months’ prior written notice under this clause 14.3 to Xxxxxxx at any time after the date that is 9 months after the Completion Date.
(b) On receipt by Xxxxxxx of the Call Notice under clause 14.3(a), Xxxxxxx must sell, and NWS must buy, the Option Shares for the Option Price upon expiry of the 3 months’ prior written notice.
Call Option Exercise. The Company shall have the right to acquire, and the Executive shall have the obligation to sell, Class A LLC Units acquired by the Executive upon exercise of the Option, pursuant to the terms of this Section 12 (the "Call Option"). Upon receipt of written notification from the Company of its decision to exercise the Call Option with respect to such Class A LLC Units, the Executive agrees to sell all shares of Class A LLC Units at the lower of their Fair Market Value and Book Value on the "Call Date." The "Call Date" shall be the date on which the Company delivers written notice to the Executive of its decision to exercise the Call Option.
Call Option Exercise. The Optionholders may exercise the Call Option at any time prior to the end of the Call Option Period by signing and delivering to the Shareholder a Call Option Notice.
Call Option Exercise. The Company hereby exercises the Call Option pursuant to the Option Agreement and directs the Escrow Agent (i) to release the Shares and related Stock Power to the Transfer Agent, (ii) to wire transfer the Exercise Price to the Seller in the amount of Seven Million Fifty Two Thousand Nine Hundred Ninety Six Dollars ($7,052,996) to account # ________________________________________________________________, and (iii) to remit the interest or dividends earned on the Exercise Price during the custody arrangement in accordance with the Option Agreement.
