Exercise of Call Option. (a) The Purchaser may exercise any Options issued hereunder at any time on or prior to November 2, 2005, by delivering a written notice to the Company (a "Purchaser's Call Option Notice") requiring the Company to issue and sell (in which event the Purchaser shall purchase) Convertible Notes covered by such Option having the principal amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% of the principal amount thereof. (b) Any issuance of Convertible Notes will be effected on the basis of the representations and warranties and subject to the terms and conditions set forth herein, against payment of the above-specified purchase price therefor. The closing of the issuance and acceptance of such Convertible Notes against such payment shall take place on such date and time as may be specified in the Purchaser's Call Option Notice but no earlier than three Business Days and no later than twenty Business Days after the date of delivery of the Purchaser's Call Option Notice, at which time the Company shall deliver to the Purchaser such Convertible Notes in certificated form against delivery by the Purchaser of a wire transfer of the purchase price to the Company's account [****]. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that the Purchaser shall have the right to exercise the Options after the Change of Control. (c) Subject to the conditions set forth in this Section 2(c), the Company, upon five business days' notice to the Purchaser, may elect, in lieu of delivering Convertible Notes pursuant to this Section 2, to deliver the number of shares of Common Stock determined pursuant to the following formula:
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Exercise of Call Option. (a) The Purchaser may exercise any Options issued hereunder at any time on or prior to November 2December 7, 2005, by delivering a written notice to the Company (a "Purchaser's Call Option Notice") requiring the Company to issue and sell (in which event the Purchaser shall purchase) Convertible Notes covered by such Option having the principal amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% of the principal amount thereof.
(b) Any issuance of Convertible Notes will be effected on the basis of the representations and warranties and subject to the terms and conditions set forth herein, against payment of the above-specified purchase price therefor. The closing of the issuance and acceptance of such Convertible Notes against such payment shall take place on such date and time as may be specified in the Purchaser's Call Option Notice but no earlier than three Business Days and no later than twenty Business Days after the date of delivery of the Purchaser's Call Option Notice, at which time the Company shall deliver to the Purchaser such Convertible Notes in certificated form against delivery by the Purchaser of a wire transfer of the purchase price to the Company's account [****]. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that the Purchaser shall have the right to exercise the Options after the Change of Control.
(c) Subject to the conditions set forth in this Section 2(c), the Company, upon five business days' notice to the Purchaser, may elect, in lieu of delivering Convertible Notes pursuant to this Section 2, to deliver the number of shares of Common Stock determined pursuant to the following formula: N = P x CR ---- 1000 where N = the number of shares of Common Stock so deliverable, P = the principal amount of the Convertible Notes in lieu of which such shares of Common Stock are delivered; and CR = the Conversion Rate of the Convertible Notes in lieu of which such shares of Common Stock are delivered, as set forth in the applicable terms.
(d) The Company covenants and agrees with the Purchaser that:
(1) If any Convertible Notes or shares of Common Stock to be issued in lieu thereof pursuant to this Section 2 require registration with or approval of any governmental authority under any State law or any other Federal law before such shares may be validly issued or delivered, such registration shall have been completed, have become effective and such approval shall have been obtained, in each case, at or prior to the time of issuance of such Convertible Notes or shares;
(2) The shares of Common Stock issuable upon conversion of such Convertible Notes or so deliverable shall have been approved for quotation in the Nasdaq National Market or listed on a national securities exchange at or prior to the time of issuance of such Convertible Notes or shares; and
(3) All shares of Common Stock issuable upon conversion of such Convertible Notes or so deliverable shall be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. Notwithstanding any other provision of this Security, the Company shall, if the holder so elects, deliver any shares of Common Stock issuable pursuant to this Section 2 to any third party designated in writing by the holder.
(e) In addition to any other rights available to the Purchaser, if the Company defaults in its obligation to deliver to the Purchaser the Convertible Notes (or shares of Common Stock in lieu thereof) required to be delivered to it pursuant to this Section 2, the Company shall pay the Purchaser, upon the Purchaser's demand, as liquidated damages by cash or wire transfer in immediately available funds to the account of the Purchaser, or as otherwise directed by the Purchaser, an amount determined pursuant to the following formula: [* * * *] In all respects not inconsistent with the terms and provisions of this Amendment, the Option Agreement shall continue to be in full force and effect in accordance with the terms and conditions thereof, and is hereby ratified, adopted approved and confirmed. From and after the date hereof, each reference to the Option Agreement in any other instrument or document shall be deemed a reference to the Option Agreement as amended hereby, unless the context otherwise requires.
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Exercise of Call Option. (a) The Purchaser may exercise any Options the Option issued hereunder at any time on or prior to November 2March 21, 20052006, by delivering a written notice to the Company (a "Purchaser's Call Option Notice") requiring the Company to issue and sell (in which event the Purchaser shall purchase) the Convertible Notes Note covered by such the Option having the principal amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such the Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% of the principal amount thereof.
(b) Any The issuance of the Convertible Notes Note will be effected on the basis of the representations and warranties and subject to the terms and conditions set forth herein, against payment of the above-specified purchase price therefor. The closing of the issuance and acceptance of such the Convertible Notes Note against such payment shall take place on such date and time as may be specified in the Purchaser's Call Option Notice but no earlier than three Business Days and no later than twenty Business Days after the date of delivery of the Purchaser's Call Option Notice, at which time the Company shall deliver to the Purchaser such the Convertible Notes Note in certificated form against delivery by the Purchaser of a wire transfer of the purchase price to the Company's account [****]. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that the Purchaser shall have the right to exercise the Options Option after the Change of Control.
(c) Subject to the conditions set forth in this Section 2(c), the Company, upon five business days' notice to the Purchaser, may elect, in lieu of delivering the Convertible Notes pursuant to this Section 2, to deliver the number of shares of Common Stock determined pursuant to the following formula:Note
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Exercise of Call Option. (a) The Purchaser may exercise any Options issued hereunder at any time on or prior to November 2, 2005, by delivering a written notice to the Company (a "Purchaser's Call Option Notice") requiring the Company to issue and sell (in which event the Purchaser shall purchase) Convertible Notes covered by such Option having the principal amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% of the principal amount thereof.
(b) Any issuance of Convertible Notes will be effected on the basis of the representations and warranties and subject 2.1 Subject to the terms and conditions set forth hereinhereof, against payment of the above-specified purchase price therefor. The closing of the issuance and acceptance of such Convertible Notes against such payment shall take place on such date and time as this Option may be specified exercised in whole or in part to the Purchaser's Call Option Notice but no earlier than three Business Days and no later than twenty Business Days extent provided in Section 1.2 of this Option, at any time or from time to time on or after the date of Confirmation Date and up to and until the Expiration Date, by delivery of the Purchaser's Call Option Notice, at which time to the Company shall deliver to the Purchaser such Convertible Notes in certificated form against delivery by the Purchaser of a wire transfer of this Option and the purchase price to the Company's account [****]. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that the Purchaser shall have the right to exercise the Options after the Change of Controlform annexed hereto as Exhibit A properly completed and duly executed.
(c) Subject to the conditions set forth in this Section 2(c), the Company, upon five business days' notice to the Purchaser, 2.2 This Option may elect, in lieu of delivering Convertible Notes pursuant to this Section 2, to deliver the be exercised only by conversion into a number of shares of Common Stock equal to (x) the number of Option Shares specified in the purchase form minus (y) a number of Option Shares having a Market Value (determined in accordance with Section 6 below) equal to the amount (the "Exercise Payment") that is the product of the then-current Exercise Price multiplied by the number of Option Shares specified in the purchase form.
2.3 Upon and as of receipt by the Company of this Option and a properly completed and duly executed purchase form, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then actually be delivered to the Holder. Certificates representing the shares so purchased shall be delivered to the Holder as soon as practicable and in any event not more than twenty (20) business days after exercise of this Option. Any issuance of a certificate for shares of Common Stock upon exercise of this Option shall be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Option Shares.
2.4 If the Option is exercised for less than the total number of Option Shares purchasable pursuant to Section 1.2 of the following formula:Option, the Company shall, promptly after presentation of the Option upon such exercise, execute and deliver a new Option, dated the date of this Option, evidencing the rights of the Holder to purchase the balance of the Option Shares purchasable hereunder upon the same terms and conditions herein set forth.
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Samples: Common Stock Purchase Option (Commerce Group Inc /Ma)
Exercise of Call Option. (a) The Call Option maybe exercised in the event the Purchaser notifies the Optionee, in writing that a Reorganization Event is contemplated. The Purchaser may exercise any Options issued hereunder at any time on or prior the Call Option by delivery to November 2, 2005, by delivering the Optionee of a written notice of such election (for the purpose of this section 2.1 - an “Option Notice”), by no later than the Expiration Date. The Call Option maybe exercised only once and with respect to the Company (a "Purchaser's Call Option Notice") requiring the Company to issue and sell (in which event the Purchaser shall purchase) Convertible Notes covered by such Option having the principal entire amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such Purchased Shares. The Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms Notice shall also set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% proposed closing date of the principal amount thereof.
(b) Any issuance Call Option, which shall be more than three business days after the receipt of Convertible Notes will be effected on the basis of the representations and warranties and subject such notice. Subject to the terms and conditions set forth hereinof this Section 2.1, against payment the Sale of the above-specified purchase price therefor. The closing of the issuance and acceptance of such Convertible Notes against such payment Purchased Shares shall take place on such date at the Purchase Closing, whereat the Optionee shall sell, transfer and time as may be specified in the Purchaser's Call Option Notice but no earlier than three Business Days and no later than twenty Business Days after the date of delivery of the Purchaser's Call Option Notice, at which time the Company shall deliver to the Purchaser such Convertible Notes in certificated form against delivery by the Purchaser of a wire transfer of the purchase price to the Company's account [****]. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that the Purchaser shall have the right to exercise the Options after the Change of Control.
(c) Subject to the conditions set forth in this Section 2(c), the Company, upon five business days' notice assign to the Purchaser, (or to whom the Purchaser may electdirect as long as it shall not adversely affect rights of the Optionee), and the Purchaser (or as the Purchaser may direct as long as it shall not adversely affect rights of the Optionee) shall purchase from the Optionee, all right, title and interest in lieu of delivering Convertible Notes pursuant to this Section 2, to deliver the number of shares of Common Stock determined pursuant and to the Purchased Shares, free and clear of any pledge, lien, hypothecation, encumbrance, charge, claim or other security interest of any kind or character. The Purchase of the Purchased Shares under the Call Option shall be conditioned upon the consummation of the Reorganization Event. To the extent the consummation of the Reorganization Event does not occur with in 10 business days following formula:the receipt of the Option Notice, the exercise of the Call Option will expire as if it was never made, and the Purchaser may exercise the Call Option again in accordance with the terms of this section 2.1.
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