Call Option Exercise Procedures Clause Samples
The Call Option Exercise Procedures clause outlines the specific steps and requirements a party must follow to exercise a call option under an agreement. Typically, this includes providing written notice within a designated timeframe, specifying the number of shares or assets to be purchased, and adhering to any payment or documentation requirements. By clearly defining the process, this clause ensures both parties understand how and when a call option can be validly exercised, thereby reducing the risk of disputes and ensuring smooth execution of the option rights.
Call Option Exercise Procedures. Within 10 days after the Termination Date of an Executive, the Company will deliver written notice to the New Investors setting forth the name of such Executive, the Termination Date and whether Section 4(b) or Section 4(c) is applicable with respect to the New Investors’ purchase rights (such notice, the “Call Option Notice”). The New Investors may elect to exercise their right to purchase directly, or designate one or more third parties to purchase, their pro rata share of the Executive Securities held by such Executive and his Permitted Transferees pursuant to the Call Option by delivering written notice (the “Option Exercise Notice”) to the Company, on behalf of such Executive or such Permitted Transferee, within 120 days after receipt of the Call Option Notice by the New Investors. The Option Exercise Notice will set forth the number and type of Executive Securities to be acquired from such holder(s), the aggregate consideration to be paid for such Executive Securities and the time and place for the closing of the transaction. If any Executive Securities are held by Permitted Transferees of the applicable Executive, the New Investors shall purchase the Executive Securities elected to be purchased from such holder(s) of Executive Securities subject to the Call Option pro rata according to the number of Executive Securities held by such holder(s) at the time of delivery of such Option Exercise Notice.
Call Option Exercise Procedures. At the Board’s discretion the Company or the ▇▇▇▇ Investors or such other Person as the ▇▇▇▇ Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees shall sell all or any portion of the Incentive Securities held by the Executive and his Permitted Transferees, upon delivery, by the Company or the ▇▇▇▇ Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the Incentive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) with respect to Unvested Post-Termination Securities during the 180-day period commencing on the earlier of the date such Securities vest and the expiration of the Post Termination Period, (iii) during the 180 day period following a Change in Control or Public Offering, in relation to any Performance Vesting Incentive Securities which have not become Vested Securities under Section 2(f), or (iv) during the 180-day period commencing on the MCV Date in relation to the MCV Securities, (the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the ▇▇▇▇ Investors. The Call Option Exercise Notice will set forth the amount of such Incentive Securities to be acquired, the aggregate consideration to be paid for such Incentive Securities the Board’s determination of Fair Market Value in accordance with Section 10(a) (if any Incentive Security are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Incentive Securities is held by Permitted Transferees, the Company or the ▇▇▇▇ Investors, as applicable, shall purchase the Incentive Securities from such holder(s) pro rata according to the number of Incentive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).
Call Option Exercise Procedures. At the Board’s discretion the Company or the ▇▇▇▇ Investors or such other Person as the ▇▇▇▇ Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees shall sell all or any portion of the Executive Securities held by the Executive and his Permitted Transferees, upon delivery, by the Company or the ▇▇▇▇ Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the Executive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) in the case of unvested Performance Vesting Incentive Securities, within 180 days of the Investment Termination Date or (iii) within 180 days of a Covenant Breach (the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the ▇▇▇▇ Investors. The Call Option Exercise Notice will set forth the amount of such Executive Securities to be acquired, the aggregate consideration to be paid for such Executive Securities, the Board’s determination of Fair Market Value in accordance with Section 9(a) (if any Executive Securities are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Executive Securities is held by Permitted Transferees, the Company or the ▇▇▇▇ Investors, as applicable, shall purchase the Executive Securities from such holder(s) pro rata according to the number of Executive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).
Call Option Exercise Procedures. (a) If Parent wishes to exercise its right to repurchase Parent’s Common Stock pursuant to Section 2.6(a) or (b), Parent shall deliver to Seller a written notice (the “Purchase Notice”) specifying the number of shares of Parent’s Common Stock for which Parent wishes to exercise that right. The Purchase Notice must be delivered not later than fifteen (15) Business Days after (i) February 28, 2013, in the case of a repurchase under Section 2.6(a), or (ii) June 30, 2014, in the case of a repurchase under Section 2.6(b).
(b) Seller shall at the closing of any repurchase consummated pursuant to Section 2.7(a), (i) represent and warrant to Parent that Seller (A) has all the necessary power and authority and has taken all necessary action to sell to Parent the shares of Parent’s Common Stock that Parent is repurchasing and (B) that Seller will transfer those shares of Parent’s Common Stock to Parent free and clear of any and all Liens and free and clear of adverse claims and (ii) deliver to Parent a certificate or certificates representing those shares of Parent’s Common Stock, accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor pursuant to Section 2.6(a) or (b).
(c) If Seller wishes to exercise its right to repurchase Green Certificates Rights and Minority Interests pursuant to Section 2.6(c), Seller shall deliver to Parent a written notice (the “Seller Purchase Notice”) specifying the Green Certificates Rights and Minority Interests for which Seller wishes to exercise that right. To the extent that such Green Certificates Rights or Minority Interests are then held by LuxCo or a subsequent transferee, Parent shall cause LuxCo or such subsequent transferee to comply with Seller’s repurchase right.
(d) Parent shall, or shall cause LuxCo or any subsequent transferee of Green Certificates Rights or Minority Interests to, at the closing of any repurchase consummated pursuant to Section 2.7(b), (i) represent and warrant to Seller that such Person (A) has all the necessary power and authority and has taken all necessary action to sell to Seller the Green Certificates Rights and Minority Interests that Seller is repurchasing and (B) that such Person will transfer those Green Certificates Rights and Minority Interests to Seller free and clear of any and all Liens, and, in the case of such Minority Interests, free and clear of adverse claims and (ii) deliver to Seller (A) ...