Exercise of Call Options Sample Clauses

Exercise of Call Options. At or prior to the Closing, the Company shall have acquired and paid for all remaining outstanding shares in Microprobe HongKong Limited in accordance with Applicable Law, and such shares, as of such time, shall be fully paid and nonassessable and free of preemptive rights. The aggregate amount required to be paid in connection with acquisition of all such shares is referred to herein as the “China Purchase Expenses.”
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Exercise of Call Options. (i) On any Distribution Date occurring on or after the Class 1-A Call Date, Lehman Pass-Through Securities Inc. ("LPTSI") shall have the option, for so long as it is the holder of the Class 1-A2 Certificate, to purchase all, but not less than all, of the Class 1-A1 and Class 1-A3 Certificates remaining outstanding (the "Class 1-A Call Option") for a price equal to the outstanding Class Principal Amount of such Certificates plus interest accrued thereon at the applicable Certificate Interest Rate and unpaid (the "Acquisition Price"). In order to exercise such option, LPTSI must deliver to the Trustee written notice of its intent to purchase all of the Class 1-A1 and Class 1-A3 Certificates and of the Distribution Date on which it intends to do so not less than 20 days prior to such Distribution Date. (ii) On any Distribution Date occurring on or after the Class 2-A Call Date, LPTSI shall have the option, for so long as it is the holder of the Class 2-A2 Certificate, to purchase all, but not less than all, of the Class 2-A1 and Class 2-A3 Certificates remaining outstanding (the "Class 2-A Call Option") for a price equal to the related Acquisition Price. In order to exercise such option, LPTSI must deliver to the Trustee written notice of its intent to purchase all of the Class 2-A1 and Class 2-A3 Certificates and of the Distribution Date on which it intends to do so not less than 20 days prior to such Distribution Date. (iii) On or before the date of delivery of the notice specified in paragraph (i) or (ii) above, LPTSI shall deposit with the Trustee cash in an amount sufficient to provide for payment of the related Acquisition Price. Such amount shall be remitted by the Trustee to Holders of Class 1-A1 and Class 1-A3 Certificates or Class 2-A1 and Class 2-A3 Certificates, as applicable, upon surrender for purchase as provided below. (iv) Notice of any purchase of the Class 1-A1 and Class 1-A3 or Class 2-A1 and Class 2-A3 Certificates pursuant to the provisions of this subsection, specifying the Distribution Date upon which such purchase shall be made, shall be given promptly by the Trustee by first class mail to Holders of the such Certificates mailed no later than five Business Days after the Trustee has received notice from LPTSI of its intent to exercise its right to repurchase the Class 1-A1 and Class 1-A3 Certificates or Class 2-A1 and Class A3 Certificates, as applicable. Such notice shall specify (A) the Distribution Date upon which the related Acqui...
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Exercise of Call Options. (i) Party B agrees that it shall not exercise the Call Option at any time that it is in possession of material non-public information regarding the Issuer. Party B agrees to indemnify and hold harmless Party A against any losses, claims, damages or liabilities to which Party A may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or result from any breach by Party B of the covenant set forth in the immediately preceding sentence. In case any such action described in this clause (i) shall be brought against Party A, it shall notify Party B of the commencement thereof; provided, however, that failure to notify shall not relieve Party B from any liability it may have to Party A under this Section. Party B shall be entitled to participate therein and, to the extent that it wishes, assume the defence thereof, with counsel of its choice. Party A shall not, without the written consent of Party B, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not Party A is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of Party A from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of Party A. (ii) Party B shall be deemed to represent to Party A that it is in compliance with the covenant set forth in clause (i) on each occasion on which it exercises the Call Option. (iii) In connection with any sale of Shares by Party A contemporaneous in time with an exercise of the Call Option by Party B, Party B agrees to use commercially reasonable efforts to seek an indemnity from the Issuer in favour of Party A against any losses, claims, damages or liabilities to which Party A may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or omission or alleged untrue statement or omission of a material fact contained in any offering document used in connection with such sale, including without limitation any filing made by the Issuer under the Securities Act or the United States Securities Exchange Act of 1934 ("Exchange Act") and incorporated by reference the...
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Exercise of Call Options. Section 3.1
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Exercise of Call Options. 20.25.1 If either: 20.25.1.1 Call Option I is not exercised by the Borrower by 30 November 2010; or 20.25.1.2 Call Option I has been exercised (either by the Borrower or the Agent) and Call Option II is not exercised by the date one month prior to expiry of the Call Option II Exercise Period; then the Agent shall have the option to exercise the relevant Call Option on behalf of and in the name of the Borrower. 20.25.2 The Borrower shall enter into the Power of Attorney granting the Agent power to exercise the Call Options in accordance with Clause 20.25.1. 20.25.3 If Call Option I is exercised, the Borrower will immediately accede to the WPC Lender Facility Agreement as an Additional Borrower (as defined in the WPC Lender Facility Agreement), enter into the Accession Agreement (as defined in the WPC Lender Facility Agreement) and generally comply with the provisions of the Put and Call Agreement (in so far as it relates to Call Option I) and the terms of Clause 24 of the WPC Lender Facility Agreement. 20.25.4 If Call Option II is exercised, the entity that acquires (which for the avoidance of doubt will be a Related Party) the relevant interests relating to Call Option II will immediately accede to the WPC Lender Facility Agreement as an Additional Borrower (as defined in the WPC Lender Facility Agreement), enter into the Accession Agreement (as defined in the WPC Lender Facility Agreement) and generally comply with the provisions of the Put and Call Agreement (in so far as it relates to Call Option II) and the terms of Clause 24 of the WPC Lender Facility Agreement.
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Exercise of Call Options 
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Related to Exercise of Call Options

  • Exercise of Call Option 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)), as applicable, such Paying Agent shall notify the Issuer, the Guarantor and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of Repurchase Right The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).

  • Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the "Option Closing Date"), which will not be later than five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Exercise of SARs Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.

  • Exercise of the Option The Optionee may exercise the Option, from time to time and at any time, beginning on the first anniversary of this Agreement. The grant of the Option shall not confer upon the Optionee any right to be employed by the Company nor limit in any way the right of the Company to terminate the employment of the Optionee at any time.

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

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