Common use of Exercise Mechanics Clause in Contracts

Exercise Mechanics. (a) If Fiat exercises its call option rights pursuant to an Alternative Call Option or an Incremental Equity Call Option, Fiat shall give the Company notice in writing stating such election (the “Call Exercise Notice”) in the manner for giving notice prescribed in Section 15.2. The Call Exercise Notice shall be in the form or substantially in the form annexed hereto as Annex A. (b) Such Call Exercise Notice shall be delivered: (x) at any time during the Incremental Equity Call Option Period or (y) following the Government Loan Termination Date, prior to the commencement of the Incremental Equity Call Option Period. (c) The closing of the exercise by Fiat of any Incremental Equity Call Option or Alternative Call Option (the “Call Closing”) shall take place at such location and on such date after the delivery of the relevant Call Exercise Notice as shall be determined by Fiat and specified in its Call Exercise Notice provided that such Call Closing shall occur not earlier than three (3) Business Days and not later than thirty (30) Business Days after delivery of the Call Exercise Notice. Fiat may withdraw a Call Exercise Notice prior to any Call Closing upon written notice of such withdrawal to the Company. Fiat and the Company shall act in good faith to cause a Call Closing to occur at such location and on such date as determined by the foregoing provisions; provided, that, subject to Section 3.8(b), Fiat and the Company acknowledge that such date shall be delayed to the extent necessary to enable the receipt of any Governmental Approvals required under applicable Law for Fiat to acquire the Membership Interests. (d) In the event that Fiat exercises an Alternative Call Option or an Incremental Equity Call Option, Fiat will pay the amount due pursuant to such exercise in cash by wire transfer of immediately available funds at the applicable Call Closing. (e) As promptly as reasonably practicable following any Call Closing, the Company shall record the Membership Interests attributable to Fiat in the Schedule of Members. Such Membership Interests will be delivered free and clear of any liens, claims, encumbrances, restrictions (other than restrictions set forth in the Shareholder Agreement or this Agreement) or charges of any kind.

Exercise Mechanics. (a) If Fiat exercises its call option rights In the event that the Rights Holder elects to exercise the Call Option with respect to [all or a portion of] the Certificates then held by the Certificateholders, notice of such election to exercise the Call Option (a "Call Request") shall be sent by the Rights Holder to the Trustee and to the Rating Agencies by hand or by nationally recognized "overnight courier" for delivery at the earliest time offered by such overnight courier (which may not necessarily be the next day) or by facsimile (with original copies to be delivered by overnight courier) at the addresses set forth in Section 4.1 not less than 3 Business Days before the relevant Call Date. Each such Call Request shall set forth: (i) the relevant Call Date and (ii) the aggregate principal amount of Certificates held by the Certificateholders with respect to which the Call Option is to be exercised. Each such Call Request shall be effective upon delivery if given by hand, upon deposit with a nationally recognized overnight courier if given by such a courier, or upon telephone confirmation of receipt if delivered by fax. Upon giving any Call Request pursuant to an Alternative Articles I and II, the Rights Holder shall become obligated to purchase the Certificates specified in such notice on the Call Option or an Incremental Equity Date specified in such Call OptionRequest at the Call Price. Upon receipt of a Call Request, Fiat the Trustee shall give provide a copy of the Company notice in writing stating such election (request to the “Depository for delivery to the Certificateholders not less than 1 Business Day prior to the applicable Call Exercise Notice”) in the manner for giving notice prescribed in Section 15.2. The Call Exercise Notice shall be in the form or substantially in the form annexed hereto as Annex A.Date. (b) The delivery of the Certificates to the Rights Holder will only be made against payment by the Rights Holder of the Call Price to the Trustee in immediately available funds. Such payment must occur no later than 10:00 a.m. New York City time on the Call Exercise Notice Date. In the event that the Rights Holder fails to make such payment by such time, (i) the sale shall be delivered: voided, (xii) at any time during the Incremental Equity Call Option Period or (y) following the Government Loan Termination will be deemed not to be effective with respect to such Call Date, prior and (iii) the Certificates and the Call Option shall continue to remain Outstanding. Subject to receipt of the Call Price as aforesaid, the Trustee shall pay the Call Price to the commencement of Certificateholders on the Incremental Equity Call Option PeriodDate. (c) The closing of This Agreement shall not provide the exercise by Fiat of any Incremental Equity Call Option Rights Holder with a lien against, an interest in or Alternative Call Option (the “Call Closing”) shall take place at such location and on such date after the delivery of the relevant Call Exercise Notice as shall be determined by Fiat and specified in its Call Exercise Notice provided that such Call Closing shall occur not earlier than three (3) Business Days and not later than thirty (30) Business Days after delivery of the Call Exercise Notice. Fiat may withdraw a Call Exercise Notice prior right to any Call Closing upon written notice of such withdrawal specific performance with respect to the Company. Fiat and the Company shall act in good faith to cause a Call Closing to occur at such location and on such date as determined by the foregoing provisions; provided, that, subject to Section 3.8(b), Fiat and the Company acknowledge that such date shall be delayed to the extent necessary to enable the receipt of any Governmental Approvals required under applicable Law for Fiat to acquire the Membership InterestsDeposited Assets. (d) In the event that Fiat exercises an Alternative Call Option or an Incremental Equity Call Option, Fiat will pay the amount due pursuant to such exercise in cash by wire transfer of immediately available funds at the applicable Call Closing. (e) As promptly as reasonably practicable following any Call Closing, the Company shall record the Membership Interests attributable to Fiat in the Schedule of Members. Such Membership Interests will be delivered free and clear of any liens, claims, encumbrances, restrictions (other than restrictions set forth in the Shareholder Agreement or this Agreement) or charges of any kind.

Exercise Mechanics. (a) If Fiat exercises its call option rights pursuant to an Alternative Call Option or an Incremental Equity Call Option, Fiat shall give the Company notice in writing stating such election (the “"Call Exercise Notice”") in the manner for giving notice prescribed in Section 15.2. The Call Exercise Notice shall be in the form or substantially in the form annexed hereto as Annex A. (b) Such Call Exercise Notice shall be delivered: (x) at any time during the Incremental Equity Call Option Period or (y) following the Government Loan Termination Date, prior to the commencement of the Incremental Equity Call Option Period. (c) The closing of the exercise by Fiat of any Incremental Equity Call Option or Alternative Call Option (the “"Call Closing”") shall take place at such location and on such date after the delivery of the relevant Call Exercise Notice as shall be determined by Fiat and specified in its Call Exercise Notice provided that such Call Closing shall occur not earlier than three (33 ) Business Days and not later than thirty ('30) Business Days after delivery of the Call Exercise Notice. Fiat may withdraw a Call Exercise Notice prior to any Call Closing upon written notice of such withdrawal to the Company. Fiat and the Company shall act in good faith to cause a Call Closing to occur at such location and on such date as determined by the foregoing provisions; provided, that, subject to Section 3.8(b)3 .8b, Fiat and the Company acknowledge that such date shall be delayed to the extent necessary to enable the receipt of any Governmental Approvals required under applicable Law for Fiat to acquire the Membership Interests. (d) In the event that Fiat exercises an Alternative Call Option or an Incremental Equity Call Option, Fiat will pay the amount due pursuant to such exercise in cash by wire transfer of immediately available funds at the applicable Call Closing. (e) As promptly as reasonably practicable following any Call Closing, the Company shall record the Membership Interests attributable to Fiat in the Schedule of Members. Such Membership Interests will be delivered free and clear of any liens, claims, encumbrances, restrictions (other than restrictions set forth in the Shareholder Shareholder' Agreement or this Agreement) or charges of any kind.

Exercise Mechanics. (a) If Fiat exercises its call option rights pursuant to an Alternative Purchaser may exercise the Call Option or an Incremental Equity Call Option, Fiat shall give Third Party Option in respect of all and not less than all the Company notice in writing stating such election (the “Call Exercise Notice”) in the manner for Notes by giving notice prescribed in Section 15.2. The Call Exercise Notice shall be in the form or substantially in the form annexed hereto set forth as Annex A.B in accordance with the requirements of Section 6.1. (b) Such Call Exercise Notice shall be delivered: (x) at any time during Seller may exercise the Incremental Equity Call Put Option Period or (y) following in respect of all and not less than all the Government Loan Termination Date, prior Notes by giving notice to Purchaser substantially in the commencement form set forth as Annex C in accordance with requirements of the Incremental Equity Call Option PeriodSection 6.1. (c) The closing of the exercise by Fiat of any Incremental Equity Call Option or Alternative Call Option party exercising its option shall nominate a date (the “Call Closing”"Option Settlement Date") shall take place at such location and on such date after in the delivery of the relevant Call Exercise Notice as notice delivered pursuant to paragraph (a) or (b) above which shall be determined by Fiat and specified in its Call Exercise Notice provided that such Call Closing shall occur not no earlier than three (3) two Business Days and not no later than thirty (30) five Business Days after from the date of delivery of such notice. Seller shall notify Purchaser in writing not less than one Business Day prior to the Option Settlement Date of the amount of any unpaid interest on the Notes accrued from the most recent interest payment date to the Option Settlement Date payable as part of the Call Exercise NoticeOption Price or Put Option Price. Fiat may withdraw a Call Exercise Notice prior The exercise of an option pursuant to any Call Closing upon written notice this Section 3.1 shall be irrevocable. On the Option Settlement Date: (i) Purchaser shall pay the applicable option price in United States dollars in immediately available funds to Seller by wire transfer as follows: (A) US$12,000,000 of such withdrawal to option price shall be paid into the Company. Fiat and Escrow Account maintained by Seller with the Company shall act in good faith to cause a Call Closing to occur at such location and on such date as determined by Escrow Agent for the foregoing provisions; provided, thatbenefit of Purchaser, subject to the terms set forth in Section 3.8(b), Fiat 3.2 below; and (B) the Company acknowledge that balance of such date option price shall be delayed paid to the extent necessary account of Seller specified by Seller by written notice to enable Purchaser no later than one Business Day prior to the receipt Option Settlement Date; and (ii) Seller shall deliver (or cause to be delivered) to Purchaser a Note transfer form in respect of the Notes duly completed in favor of Purchaser and shall take all action required under the Sale and Purchase Agreement and such Notes and otherwise to effect the transfer of all of Seller's right, title and interest in and to the Notes to Purchaser free and clear of any Governmental Approvals required under applicable Law for Fiat to acquire the Membership Interestsclaims, pledges, liens, charges and encumbrances of any sort. (d) In At the event that Fiat exercises an Alternative Call Option or an Incremental Equity Call Optionoption of Purchaser, Fiat will the obligations of Purchaser under this Agreement to purchase the Notes and pay the amount due pursuant applicable option price to Seller on the Option Settlement Date shall be subject to the conditions precedent that (i) the representations and warranties made by the Seller in this Agreement shall have been true and correct when made, and (except for the representations and warranties set forth in Sections 4.1(g) and 4.1(h)) shall be true and correct on the Option Settlement Date as though such exercise representations and warranties were made on and as of such date; and (ii) the Seller shall have performed and complied in cash all material respects with all agreements, obligations and conditions required by wire transfer of immediately available funds this Agreement to be performed or complied with by the Seller at or before the applicable Call ClosingOption Settlement Date. (e) As promptly as reasonably practicable following any Call ClosingAt the option of Seller, the Company obligations of Seller under this Agreement to consummate the sale of the Notes and deliver them to the Purchaser on the Option Settlement Date shall record be subject to the Membership Interests attributable conditions precedent that (i) the representations and warranties made by the Purchaser in this Agreement shall have been true and correct when made, and shall be true and correct on the Option Settlement Date as though such representations and warranties were made on and as of such date, and (ii) the Purchaser shall have performed and complied in all material respects with all agreements, obligations and conditions required by the Agreement to Fiat in be performed or complied with by the Schedule of Members. Such Membership Interests will be delivered free and clear of any liens, claims, encumbrances, restrictions (other than restrictions set forth in Purchaser at or before the Shareholder Agreement or this Agreement) or charges of any kindOption Settlement Date.

Exercise Mechanics. (a) If Fiat exercises its call option rights pursuant to an Alternative Call Option or an Incremental Equity Call Option, Fiat shall give the Company notice in writing stating such election (the “Call Exercise Notice”) in the manner for giving notice prescribed in Section 15.2. The Call Exercise Notice shall be in the form or substantially in the form annexed hereto as Annex A. (b) Such Call Exercise Notice shall be delivered: (x) at any time during the Incremental Equity Call Option Period or (y) following the Government Loan Termination Date, prior to the commencement of the Incremental Equity Call Option Period. (c) The closing of the exercise by Fiat of any Incremental Equity Call Option or Alternative Call Option (the “Call Closing”) shall take place at such location and on such date after the delivery of the relevant Call Exercise Notice as shall be determined by Fiat and specified in its Call Exercise Notice provided that such Call Closing shall occur not earlier than three (3) Business Days and not later than thirty (30) Business Days after delivery of the Call Exercise Notice. Fiat may withdraw a Call Exercise Notice prior to any Call Closing upon written notice of such withdrawal to the Company. Fiat and the Company shall act in good faith to cause a Call Closing to occur at such location and on such date as determined by the foregoing provisions; provided, that, subject to Section 3.8(b)3.8b, Fiat and the Company acknowledge that such date shall be delayed to the extent necessary to enable the receipt of any Governmental Approvals required under applicable Law for Fiat to acquire the Membership Interests. (d) In the event that Fiat exercises an Alternative Call Option or an Incremental Equity Call Option, Fiat will pay the amount due pursuant to such exercise in cash by wire transfer of immediately available funds at the applicable Call Closing. (e) As promptly as reasonably practicable following any Call Closing, the Company shall record the Membership Interests attributable to Fiat in the Schedule of Members. Such Membership Interests will be delivered free and clear of any liens, claims, encumbrances, restrictions (other than restrictions set forth in the Shareholder Shareholder’ Agreement or this Agreement) or charges of any kind.

Exercise Mechanics. (a) If Fiat exercises As promptly as practicable after the exercise of this Warrant in full or in part, but in no event later than two (2) Business Days after an Exercise Notice is delivered to the Company, the Company, at its call option rights expense (including the payment by it of any applicable issue taxes), shall issue and shall deliver to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which Holder shall be entitled upon such exercise, rounded up to the next full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to an Alternative Call Option Section 2 or an Incremental Equity Call Optionotherwise. In lieu of delivering physical certificates for the shares of Common Stock issuable upon any such exercise, Fiat shall give provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, and provided that such shares of Common Stock are properly designated with restrictions on transfer, if any, upon request of the Holder, the Company notice shall use commercially reasonable efforts to cause its transfer agent electronically to transmit such shares of Common Stock issuable upon exercise to the Holder (or its designee) by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates shall apply). In the event that this Warrant is exercised in writing stating such election (the “Call Exercise Notice”) part, a replacement Warrant certificate shall be issued in the manner name of the Holder for giving notice prescribed in Section 15.2. The Call Exercise Notice shall be in the form or substantially in balance of the form annexed hereto as Annex A.Warrant Shares purchasable hereunder. (b) Such Call Exercise Notice The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be delivered: (x) at any time during the Incremental Equity Call Option Period or (y) following the Government Loan Termination Date, prior deemed to be issued to the commencement Holder as the record owner of such shares as of the Incremental Equity Call Option Periodclose of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. (c) The closing If in any case the Company shall fail to issue and deliver the shares of Common Stock to the Holder upon the Holder’s exercise by Fiat of any Incremental Equity Call Option or Alternative Call Option (the “Call Closing”) shall take place at such location and on such date after the delivery of the relevant Call Exercise Notice as shall be determined by Fiat and specified in its Call Exercise Notice provided that such Call Closing shall occur not earlier than this Warrant within three (3) Business Days and not later than thirty (30) Business Days after delivery of the Call Exercise Notice. Fiat may withdraw a Call Holder delivers the Exercise Notice prior to any Call Closing upon written notice of such withdrawal to the Company. Fiat , in addition to any other liabilities the Company may have hereunder and under applicable law, (A) the Company shall act in good faith to cause a Call Closing to occur at such location pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and on such date as determined expenses of legal counsel, incurred by the foregoing provisions; providedHolder as a result of such delay, that(B) if as a result of such delay, subject to Section 3.8(b)the Holder shall suffer any damages or liabilities (including, Fiat without limitation, margin interest and the cost of purchasing securities to cover a sale (whether by the Holder or the Holder’s securities broker) or borrowing of shares of Common Stock by the Holder for purposes of settling any trade involving a sale of shares of Common Stock made by the Holder, then the Company acknowledge that such date shall be delayed shall, upon written demand of the Holder, pay to the extent necessary Holder an amount equal to enable the receipt damages and liabilities suffered by the Holder by reason thereof which the Holder documents to the reasonable satisfaction of the Company, and (C) the Holder may by written notice given at any Governmental Approvals required under applicable Law for Fiat time prior to acquire delivery to the Membership Interests. (d) In Holder of the event that Fiat exercises an Alternative Call Option or an Incremental Equity Call Optionshares of Common Stock issuable in connection with such exercise, Fiat will pay the amount due pursuant to rescind such exercise in cash by wire transfer of immediately available funds at and the applicable Call ClosingExercise Notice relating thereto. (e) As promptly as reasonably practicable following any Call Closing, the Company shall record the Membership Interests attributable to Fiat in the Schedule of Members. Such Membership Interests will be delivered free and clear of any liens, claims, encumbrances, restrictions (other than restrictions set forth in the Shareholder Agreement or this Agreement) or charges of any kind.