Common use of Exercise of Call Option Clause in Contracts

Exercise of Call Option. (i) In order to exercise the Call Option, the BBVA Shareholder must serve notice in writing (the “Call Option Notice”)on the Dogus Shareholders: i. specifying the number of Call Option Shares to be purchased and requiring the Dogus Shareholders to Sell to the BBVA Shareholder the Call Option Shares at the Call Option Price; ii. stating whether completion is conditional on any requisite BRSA or other Governmental Authority consent; iii. subject to paragraph (ii) below, stating a date (being a Business Day) on which completion shall take place, which date (as extended by and subject to any delay due to BRSA or any other necessary Governmental Authority consent) shall be at least 90 days but no more than 120 days as of the date of the delivery of the Call Option Notice (the “Call Option Interim Period”); (ii) Following delivery of the Call Option Notice: i. The BBVA Shareholder shall be free to sell such Garanti Shares as are necessary to avoid an obligation to launch an MTO (and the provisions of Sections 3.04(B), 3.05 and, consequently, 3.06 shall not apply in such circumstances); ii. The Dogus Shareholders undertake not to acquire, directly or indirectly, any additional Shares where such acquisition triggers or is reasonably likely to trigger a requirement for the BBVA Shareholder to launch an MTO; and iii. Both Parties shall co-operate and use all reasonable endeavours to obtain any necessary waivers or exemptions from the CMB from launching an MTO, and (for the avoidance of doubt) in the absence of such waiver or exemption the Call Option may not be completed. (iii) Once exercised, the Call Option may only be revoked with the consent of the Dogus Shareholders. (iv) In the event that put/call proceedings stipulated in Section 8.01.02 are instituted by the non-affected/non-defaulting Party following the occurrence of a Triggering Event, the Call Option shall immediately and automatically lapse.

Exercise of Call Option. (ia) In order AMI, in its sole discretion at any time prior to the Call Option Expiration Date, may exercise the Call Option, Option by executing and delivering to Isis the BBVA Shareholder must serve notice in writing Option Notice attached hereto as Exhibit D (the “Call Option Notice”)on the Dogus Shareholders: i. specifying the number of Call Option Shares to be purchased and requiring the Dogus Shareholders to Sell to the BBVA Shareholder Notice”). If AMI exercises the Call Option Shares at in accordance with this Section 3.1, then in the Call Option Price; ii. stating whether completion is conditional on any requisite BRSA or other Governmental Authority consent; iii. subject Notice AMI shall instruct Isis and Ibis to paragraph execute and deliver to AMI, promptly upon receipt of the Option Notice, the Acquisition Agreement and the Disclosure Schedules thereto (ii) below, stating a date (being a Business Day) on which completion shall take place, which date (as extended by and subject to any delay due to BRSA or any other necessary Governmental Authority consent) shall be at least 90 days but no more than 120 days as of the date of the delivery of the Call Option Notice (the “Call Option Interim Period”); (ii) Following delivery of the Call Option Notice: i. The BBVA Shareholder shall be free most recent Disclosure Schedules delivered by Isis pursuant to sell such Garanti Shares as are necessary to avoid an obligation to launch an MTO (and the provisions of Sections 3.04(BSection 3.6(a), 3.05 and, consequently, 3.06 shall not apply unless otherwise agreed to by the Parties in such circumstanceswriting); ii. The Dogus Shareholders undertake not to acquire, directly or indirectly, any additional Shares where such acquisition triggers or is reasonably likely to trigger a requirement for the BBVA Shareholder to launch an MTO; and iii. Both Parties shall co-operate and use all reasonable endeavours to obtain any necessary waivers or exemptions from the CMB from launching an MTO, and (for the avoidance of doubt) in the absence of such waiver or exemption the Call Option may not be completed. (iiib) Once exercisedIf the Disclosure Schedules attached to the Acquisition Agreement executed and delivered by Isis and Ibis pursuant to Section 3.1(a) are the most recent Disclosure Schedules delivered by Isis pursuant to Section 3.6(a), the Call Option may only be revoked with the consent of the Dogus Shareholders. (iv) In the event that put/call proceedings stipulated in Section 8.01.02 are instituted by the non-affected/non-defaulting Party following the occurrence of a Triggering Event, then the Call Option shall immediately automatically expire if AMI, in its sole discretion, does not execute and deliver the Acquisition Agreement to Isis within five (5) Business Days after AMI’s receipt of the executed Acquisition Agreement. (c) If the Disclosure Schedules attached to the Acquisition Agreement executed and delivered by Isis and Ibis pursuant to Section 3.1(a) are not the most recent Disclosure Schedules delivered by Isis pursuant to Section 3.6(a), then the Call Option shall automatically lapseexpire if AMI, in its sole discretion, does not execute and deliver the Acquisition Agreement to Isis on or prior to the later of (i) the date that is one month after AMI’s receipt of the executed Acquisition Agreement and (ii) the Call Option Expiration Date (which, in this instance, subject to Section 3.3 and Section 3.4, is December 31, 2008).

Exercise of Call Option. (ia) In The Call Option may be exercised during the Option Period (or subsequent to the Option Period to the extent set forth in the proviso of section 2.2) at any time within thirty business days after receipt by ISC of the Written Determination required in Section 2.4 (or thirty business days after ISC and Unisource mutually agree upon the Fair Market Value, if applicable) by ISC delivering a written notice of exercise ("Exercise Notice") to Unisource --------------- specifying the date, which date shall be at least five days after the date of the Exercise Notice but no later than 75 days after such date, upon which ISC shall acquire the Assets (the "Option Commencement Date"); provided, ------------------------ -------- however, that the Option Commencement Date may be extended by ISC as reasonably ------- necessary in order to obtain any requisite governmental approvals, and if the Option Commencement Date is so extended, the Option Commencement Date shall be thirty (30) business days following receipt of such requisite governmental approvals. Such exercise of the Call Option may be subject to the conditions set forth in Section 2.6(b) below. If the Assets are not purchased because any of the conditions in Section 2.6(b) are not met, the right to exercise the Call OptionOption at a future date in respect of the Assets will not be lost, assuming ISC could otherwise give a Valuation Notice in such future period or periods. (b) The completion of ISC's acquisition of the BBVA Shareholder must serve notice in writing (the “Call Option Notice”)on the Dogus Shareholders: i. specifying the number of Call Option Shares to be purchased and requiring the Dogus Shareholders to Sell Assets pursuant to the BBVA Shareholder the Call Option Shares at the Call Option Price; ii. stating whether completion is conditional on any requisite BRSA or other Governmental Authority consent; iii. subject to paragraph (ii) below, stating a date (being a Business Day) on which completion shall take place, which date (as extended by and subject to any delay due to BRSA or any other necessary Governmental Authority consent) shall be at least 90 days but no more than 120 days as of the date of the delivery exercise of the Call Option Notice shall take place at the London office of Xxxxxx & Xxxxxxx (or such other place in London or in Amsterdam as is specified by ISC) at 10:00 a.m. local time on the “Call Option Interim Period”); Commencement Date. ISC shall deliver to Unisource (ii) Following delivery on behalf of AUCS N.V., AUCS v.o.f. and any Subsidiary which is selling Assets in respect of which the Call Option Notice: i. The BBVA Shareholder is being exercised) the Call Price payable in Immediately Available Funds and the AUCS Entities shall be free deliver or cause delivery to sell ISC of physical possession of all the Assets capable of passing by delivery with the intent that title in such Garanti Shares Assets shall pass by and upon such delivery and take such other actions as are necessary to avoid an transfer ownership of the Assets to ISC. The Assets shall be conveyed to ISC free and clear of all Encumbrances and with full title guarantee. Unless waived by ISC, in its discretion, it shall be a condition to ISC's obligation to launch purchase the Assets at such completion that customary representations and warranties will be given by the Unisource Entities as of the Option Commencement Date. It shall be a condition to the obligation of the Unisource Entities to consummate the sale of the Assets that all necessary consents, approvals and authorizations of third parties and governmental agencies required to be obtained with respect to the acquisition of the Assets (including compliance with all necessary requirements under competition law) shall have been obtained as of the Option Commencement Date; provided that each of the Unisource Entities, the AUCS Entities and ISC shall take whatever steps are reasonably necessary to obtain such consents, approvals and authorizations to permit the legal transfer of the Assets to ISC and to ensure that ISC's consummation of the purchase of the Assets will not create an MTO (and event of default under any of the provisions Unisource Entities' or AUCS Entities' credit agreements or give rise to an acceleration or requirement to make a change of Sections 3.04(B), 3.05 and, consequently, 3.06 control offer with respect to any indebtedness of the Unisource Entities' or AUCS Entities; provided that ISC shall not apply in such circumstances); ii. The Dogus Shareholders undertake not be obligated to acquire, directly or indirectly, dispose of any additional Shares where such acquisition triggers or is reasonably likely to trigger a requirement for the BBVA Shareholder to launch an MTO; and iii. Both Parties shall co-operate and use all reasonable endeavours assets to obtain any necessary waivers -------- such consent, authorization or exemptions from approval. Each Party shall bear on its own expenses incurred in connection with obtaining such consents, approvals and authorizations. Receipt by Unisource of the CMB from launching an MTOCall Price shall be full discharge of all obligations of ISC to Unisource, and (the AUCS Entities or any Subsidiary to pay for the avoidance Assets provided that ISC may direct that any or all of doubt) the Assets acquired pursuant to this Deed shall be conveyed to any Affiliate. Upon purchase of the Assets ISC shall assume the related contractual obligations in the absence respect of such waiver or exemption Assets incurred from and after the Call Option may not be completedCommencement Date but only to the extent disclosed by Unisource to ISC at the time of such transfer. (iii) Once exercised, the Call Option may only be revoked with the consent of the Dogus Shareholders. (iv) In the event that put/call proceedings stipulated in Section 8.01.02 are instituted by the non-affected/non-defaulting Party following the occurrence of a Triggering Event, the Call Option shall immediately and automatically lapse.

Exercise of Call Option. (a) The Call Option may be exercised during the Option Period (or subsequent to the Option Period to the extent set forth in the proviso of Section 4.2) at any time within ten business days after receipt by Holding of the last Written Determination required in Section 4.4 (or ten business days after Holding and Carlyle mutually agree upon the Fair Market Value, if applicable) by Holding delivering a written notice of exercise ("Exercise Notice") to Carlyle specifying the date, which date shall be at least five days after the date of the Exercise Notice but no later than 75 days after such date, upon which Holding shall acquire the Call Option Shares (the "Option Closing Date") (provided, however, that the Option Closing Date may be extended for up to 75 additional days if necessary in order to obtain requisite governmental approvals, and if the Option Closing Date is so extended, the Option Closing Date shall be the fifth business day following receipt of such requisite governmental approvals). Such exercise of the Call Option may be subject to (i) In order a financing contingency ("Financing Contingency"), (ii) there having been no material adverse change in the assets, liabilities and business of the Company and its Subsidiaries, taken as a whole, subsequent to the Valuation Date (the "Material Adverse Change Contingency") and (iii) to the conditions set forth in Section 4.6(b) below. If the Call Option Shares are not purchased because the Financing Contingency and/or the Material Adverse Change Contingency is not satisfied, the right to exercise the Call OptionOption in future period(s) will not be lost, assuming Holding could otherwise give a Valuation Notice in such future period or periods. If the BBVA Shareholder must serve notice in writing (the “Call Option Notice”)on Shares are not purchased because any of the Dogus Shareholders:conditions in Section 4.6(b) are not met, none of the rights and remedies of any Person will be lost as a result of the purchase not occurring. i. specifying the number (b) The closing of Holding's acquisition of Call Option Shares to be purchased and requiring the Dogus Shareholders to Sell pursuant to the BBVA Shareholder exercise of the Call Option shall take place at the principal offices of counsel to Holding at 10:00 a.m. on the Option Closing Date. Holding shall deliver to Carlyle the portion of the Call Price then payable in Immediately Available Funds, as provided in Section 4.6(d) below, and Carlyle shall deliver to Holding certificates evidencing the Call Option Shares being acquired by Holding, duly endorsed for transfer. It shall be a condition to Holding's obligation to purchase the Call Option Shares at such closing that (i) the representations and warranties set forth in clause (i) of the second sentence of Section 4.7(a) shall be true and correct as of the Option Closing Date, (ii) Holding shall have received a certificate of Carlyle, signed by each of its General Partners, to such effect, and (iii) Holding shall have received the opinion of counsel of national repute to Carlyle as to the matters set forth in clauses (i) and (ii) of the second sentence of Section 4.7(a), which counsel and opinion shall be reasonably satisfactory to Holding (provided that such opinion may be qualified with respect to Liens of which Holding has actual knowledge or has created and as to agreements known to such counsel). It shall be a condition to the obligation of each of Holding and Carlyle to consummate the sale of the Call Option Price; ii. stating whether completion is conditional on any requisite BRSA or other Governmental Authority consent; iii. subject Shares being sold to paragraph Holding that all necessary consents, approvals and authorizations of third parties and governmental agencies required to be obtained with respect to the acquisition of the Call Option Shares (ii) below, stating a date (being a Business Day) on which completion shall take place, which date (as extended by and subject to any delay due to BRSA or any other including compliance with all necessary Governmental Authority consentrequirements under the HSR Act) shall be at least 90 days but no more than 120 days have been obtained as of the date Option Closing Date; provided that each of the Company, Holding and Carlyle shall take whatever steps are reasonably necessary to obtain such consents, approvals and authorizations to permit the legal transfer of the Call Option Shares to Holding and to ensure that Holding's consummation of the purchase of the Call Option Shares will not create an event of default under the Company's or any of its Subsidiaries' credit agreements or give rise to an acceleration or requirement to make a change of control offer with respect to any indebtedness of the Company or any of its Subsidiaries (provided that Holding shall not be obligated to dispose of any assets to obtain any such consent, authorization or approval). Holding and Carlyle shall share equally all reasonable expenses incurred in connection with obtaining such consents, approvals and authorizations and shall each pay one-half of any filing fee under the HSR Act). (c) Holding and Carlyle will share equally all U.S. federal, state and local transfer taxes (which term shall include any governmental fees or assessments generally applicable to capital stock transfers), if any, attributable to the delivery of the Call Option Notice Shares. Any foreign transfer taxes shall be paid (the “Call Option Interim Period”); (iii) Following delivery by Carlyle, if such taxes are imposed by virtue of Carlyle's foreign residence or activities or removal of the Call Option Notice: i. The BBVA Shareholder shall be free Shares to sell such Garanti Shares as are necessary to avoid an obligation to launch an MTO (and the provisions of Sections 3.04(B), 3.05 and, consequently, 3.06 shall not apply in such circumstances); ii. The Dogus Shareholders undertake not to acquire, directly or indirectly, any additional Shares where such acquisition triggers or is reasonably likely to trigger a requirement for the BBVA Shareholder to launch an MTO; and iii. Both Parties shall co-operate and use all reasonable endeavours to obtain any necessary waivers or exemptions from the CMB from launching an MTOforeign jurisdiction, and (for the avoidance ii) by Holding, if such taxes are imposed by virtue of doubtHolding's (or its Transferee's) in the absence of such waiver foreign residence or exemption the Call Option may not be completedactivities. (iiid) Once exercisedCarlyle and Holding recognize that it will not be possible to fully calculate the Net Worth Adjustment at the Option Closing Date, since the Stockholders' Equity as of the Option Closing Date will not be known at that date. Accordingly, the Call Option may only be revoked with the consent portion of the Dogus ShareholdersNet Worth Adjustment payable at the Option Closing Date (the "Initial Net Worth Adjustment") will be the difference (whether positive or negative) between Stockholders' Equity of the Company at the Valuation Date, as reflected on the unaudited quarterly or year-end audited financial statements of the Company as of the Valuation Date, and the Stockholders' Equity of the Company at the most recent quarter end (which may be a year end) for which financial statements of the Company are available at the Option Closing Date (the "Last Available Financial Statement"), multiplied by the fraction which is "A" in Section 4.3(b). If the most recent quarter end for which financial statements are available at the Option Closing Date is the quarter ending on the Valuation Date, then no Net Worth Adjustment will be made as of the Option Closing Date. If there is any dispute as to the amount of the Initial Net Worth Adjustment, such dispute shall be resolved at the time the Net Worth Adjustment Balance is determined pursuant to Section 4.3(g) below, and for the purpose of determining the amount payable on the Option Closing Date, the Initial Net Worth Adjustment shall be calculated by reference to Stockholders' Equity on the Company's balance sheets as of the Valuation Date and the date of the Last Available Financial Statement. (ive) In the As soon as practicable (but in no event that put/call proceedings stipulated in Section 8.01.02 are instituted by the non-affected/non-defaulting Party later than 90 calendar days following the occurrence Option Closing Date), Holding shall cause the Company to prepare, and the Company's independent accountants to prepare a review report with respect to, a consolidated combined balance sheet of a Triggering Event, the Call Option shall immediately Company and automatically lapse.the Subsidiaries as of the