Common use of Call Option Clause in Contracts

Call Option. 3.1 The Shareholder hereby grants to CWC Inc. a call option (the “Call Option”), exercisable at any time during the Option Exercise Period, to require the Shareholder to sell all of the shares held by the Shareholder in Carve-Out Holdco (the “Call Option Shares”) to CWC Inc. (or such other person as CWC Inc. may elect) for a price of £1.00. 3.2 The Call Option may be exercised by CWC Inc. giving written notice to the Shareholder (in the form set out in Schedule 1 to this Deed) of CWC Inc.’s intention to exercise the Call Option, and its receipt by the Shareholder during the Option Exercise Period (the “Call Option Notice”). A Call Option Notice may not be withdrawn once given. 3.3 If the Call Option is exercised by CWC Inc. then the Shareholder shall sell with full title guarantee and CWC Inc. (or such other person as CWC Inc. may elect by notice to the Shareholder) shall purchase the Call Option Shares free from any Encumbrance and with all rights attached or accruing to them on such date as CWC Inc. shall notify to the Shareholder, which shall be a date falling within 5 Business Days of the Call Option Notice, and the date on which such sale and purchase is completed shall be the “Call Option Closing Date”.