Exercise of the Call Option Sample Clauses
Exercise of the Call Option. (a) Coeur may only exercise the Call Option by delivering to the Grantor at any time within the Exercise Period a completed and executed Option Notice.
(b) An Option Notice is irrevocable once given.
(c) Coeur may exercise the Call Option only once in respect of all of the Option Shares.
(d) Coeur may exercise the Call Option and create a contract for the sale and purchase of the Option Shares between the Grantor and:
(1) itself; or
(2) by duly completing the relevant part of the Option Notice, a Nominee.
Exercise of the Call Option. 3.5.1 The Call Option on the TI Shares shall become exercisable by TE upon verification of the following conditions:
(a) the Board of Directors of Telco and/or O having resolved in the Relevant Telco’s Board of Directors Resolution to dispose, directly or indirectly in any form of manner (including through measures with equivalent effect, such as mergers or demergers of Telco) or encumber TI shares or any rights attached thereto (including but not limited to voting rights), pursuant to Clause 1.2(bb) of the Shareholders Agreement; and
(b) TE being a Dissenting Shareholder pursuant to Clause 1.2(cc) of the Shareholders Agreement.
3.5.2 It is hereby understood and agreed that the Call Option shall not be exercisable in the following events:
(i) the merger between Telco and O which may take place pursuant to Clause 1.1(d)(A) of the Shareholders’ Agreement;
(ii) any encumbrance or pledge without voting rights which may be required by the lenders in connection with the refinancing of Telco or O, to the extent that the refinancing documents contains provisions, to be agreed and resolved beforehand by Telco or O Board of Directors, as the case may be, with the majority provided for by Clause 1.1(c) of the Shareholders Agreement, which reasonably protects the rights of TE to acquire the TI shares in the event that the enforcement of the encumbrance or the pledge is triggered;
(iii) following the decision of the Telco/O’s Board of Directors to tender the TI shares in the context of a public tender offer, in which case Clause 28 of the Telco’s by-laws shall apply. Without prejudice to Article 3.10 below, following the exercise of the Call Option and upon payment of the TI Purchase Price, TE will become the owner of the TI Shares. Any further actions or steps to be taken following the exercise of the Call Option and the granting of any applicable regulatory and/or antitrust authorisation will be deemed to be merely performance of the obligations to deliver to TE the TI Shares, being it understood that the performance of the aforementioned actions and steps and the fulfilment of the aforementioned obligation will not affect the effectiveness of the transfer which will be deemed to have occurred following the exercise of the Call Option and upon granting of any applicable regulatory and/or antitrust authorisation.
Exercise of the Call Option. 4.1 Party A and/or any third party designated by Party A shall have the right to exercise the Call Option in any way permitted by law at any time within the term of the Call Option upon effectiveness of this Agreement.
4.2 During the term of this Agreement, Party A and/or any third party designated by Party A may exercise the Call Option in whole or part in order to obtain any or all of the equity interest for which it has the right to subscribe hereunder at one or more times.
4.3 Party A shall exercise the Call Option by delivering a subscription notice to Party B (see the form and substance of such notice in Appendix 1). Party B shall transfer to Party A and/or any third party designated by Party A the corresponding Equity in Ambow Rongye as specified in the subscription notice.
4.4 Party B shall complete all procedures required for Party A and/or any third party designated by Party A to obtain the Equity in Ambow Rongye and become a lawful shareholder of Ambow Rongye within sixty (60) days after Party A and/or any third party designated by Party A sends the subscription notice for the exercise of the Call Option, including without limitation, adopting any necessary resolution, providing or causing or facilitating Ambow Rongye to provide all necessary documents, and causing and helping Ambow Rongye to obtain approvals from competent government authorities for the change of equity and handle all relevant procedures in the event that Ambow Rongye is converted to a foreign-invested company due to the exercise of the Call Option.
Exercise of the Call Option. 4.1 Party A and/or any third party designated by Party A shall have the right to exercise the Call Option in any way permitted by law at any time within the term of the Call Option upon effectiveness of this Agreement.
4.2 During the term of this Agreement, Party A and/or any third party designated by Party A may exercise the Call Option in whole or part in order to obtain any or all of the equity interest for which it has the right to subscribe hereunder at one or more times.
4.3 Party A shall exercise the Call Option by delivering a subscription notice to Party B (see the form and substance of such notice in Appendix 1). Party B shall transfer to Party A and/or any third party designated by Party A the corresponding Equity in IValley as specified in the subscription notice.
4.4 Party B shall complete all procedures required for Party A and/or any third party designated by Party A to obtain the Equity in IValley and become a lawful shareholder of IValley within sixty (60) days after Party A and/or any third party designated by Party A sends the subscription notice for the exercise of the Call Option, including without limitation, adopting any necessary resolution, providing or causing or facilitating IValley to provide all necessary documents, and causing and helping IValley to obtain approvals from competent government authorities for the change of equity and handle all relevant procedures in the event that IValley is converted to a foreign-invested company due to the exercise of the Call Option.
Exercise of the Call Option. 10.1 The Call Option is continuous in nature and can be exercised repeatedly on more than one occasion regardless of previous issuances and transfers of Special Voting Shares to the Voting Depository pursuant to earlier exercises of the Call Option and regardless of any subsequent transfers back to the Company and/or cancellation of such Special Voting Shares by the Company.
10.2 The Voting Depository may acquire the Special Voting Shares pursuant to the Call Option either, at the Company’s discretion, by subscribing to new to be issued Special Voting Shares or by acquiring Special Voting Shares from the Company held as treasury stock, in accordance with Clause 12.
10.3 The Voting Depository must exercise the Call Option to acquire such number of Special Voting Shares that are not already held by the Voting Depository as required to issue a corresponding number of DRs to Qualifying Shareholders pursuant to the Voting Depository Articles and the Terms.
10.4 Only the Voting Depository can exercise the Call Option. The Call Option is exercised by sending an Exercise Notice to the Company, specifying the number (not exceeding the Maximum Number) of Special Voting Shares in respect of which the Call Option is exercised on that occasion.
10.5 When exercising the Call Option, the Voting Depository may rely on the Recorded Information available at that time in order to establish the Maximum Number. If any part of the Recorded Information is inaccurate or incomplete at the time of the Voting Depository exercising the Call Option on the relevant occasion, the Company shall, immediately after having become aware that the Voting Depository has relied on inaccurate or incomplete Recorded Information:
a. update and correct the Recorded Information as appropriate and inform the Voting Depository of the actual composition of the Company’s authorised and issued share capital at that time, as well as the actual nominal value of all Shares at that time; and
b. allow the Voting Depository to adjust the relevant Exercise Notice within two (2) Trading Days after having informed the Voting Depository as described in paragraph a., before issuing the relevant number of Special Voting Shares in accordance with Clause 12.
Exercise of the Call Option. 4.1 Party A and/or any third party designated by Party A shall have the right to exercise the Call Option in any way permitted by law at any time within the term of the Call Option upon effectiveness of this Agreement.
4.2 During the term of this Agreement, Party A and/or any third party designated by Party A may exercise the Call Option in whole or part in order to obtain any or all of the equity interest for which it has the right to subscribe hereunder at one or more times.
4.3 Party A shall exercise the Call Option by delivering a subscription notice to Party B (see the form and substance of such notice in Appendix 1). Party B shall transfer to Party A and/or any third party designated by Party A the corresponding Equity in Beijing Le’An as specified in the subscription notice.
4.4 Party B shall complete all procedures required for Party A and/or any third party designated by Party A to obtain the Equity in Beijing Le’An and become a lawful shareholder of Beijing Le’An within sixty (60) days after Party A and/or any third party designated by Party A sends the subscription notice for the exercise of the Call Option, including without limitation, adopting any necessary resolution, providing or causing or facilitating Beijing Le’An to provide all necessary documents, and causing and helping Beijing Le’An to obtain approvals from competent government authorities for the change of equity and handle all relevant procedures in the event that Beijing Le’An is converted to a foreign-invested company due to the exercise of the Call Option.
Exercise of the Call Option. 4.1 Following the receipt of the Tested Share Price Notice during the Call Option Period, the Manager shall have the right to exercise the respective Call Option Tranche on any Business Day within the Call Option Period.
4.2 To execute the Call Option the Manager shall serve the Company a written notice regarding the exercise of the respective Call Option Tranche (the “Call Option Exercise Notice”), substantially in the form of Schedule [4.2] hereto, stating the total Exercise Price for all the Call Option Shares for which the Call Option will be exercised and the number of such Shares being the product of the Exercise Price and the number of the Call Option Shares subject to the Call Option Exercise Notice (the “Call Option Price”).
4.3 Without prejudice to Clause 5, the Manager shall pay the Call Option Price to the Company within 30 (thirty) days from the delivery of the Call Option Exercise Notice to the Company. As soon as practically possible from the date on which the Call Option Price is credited to the bank account of the Company, the respective Call Option Shares shall be transferred by the Broker to the securities account of the Manager. The settlement of the Call Option shall be conducted in accordance with Clause 8.
Exercise of the Call Option. The Foundation may exercise the Call Option in its sole discretion, provided that such exercise must be consistent with and solely to further its objectives and purpose as set out in the Articles. The Foundation may exercise the Call Option by a means of an Exercise Notice. The Exercise Notice shall state the number of Preferred Shares for which the Foundation exercises the Call Option and subscribes for on that occasion (such number, together with any number of Preferred Shares already subscribed for and held by the Foundation when exercising the Call Option on that occasion, not to exceed the Maximum at the relevant moment). Upon an exercise of the Call Option in accordance with this Section 3 and receipt of the Exercise Notice by the Company, the relevant number of Preferred Shares is considered to have been issued to the Foundation immediately. In this respect, subject to receipt by the Company of the relevant Exercise Notice in accordance with the terms of this Agreement, such Exercise Notice shall constitute the subscription for the relevant number of Preferred Shares by the Foundation and the issuance of those Preferred Shares by the Company, represented for this purpose by the Foundation under the power of attorney referred to in Section 10.
Exercise of the Call Option. (a) The Call Option may be exercised in the manner described herein in whole or from time to time in part at any time during the Call Option Exercise Period; provided that for so long as the Holder is Fiat or an Affiliate of Fiat and the Call Option has not been assigned or transferred to another Holder that is not an Affiliate of Fiat, such exercise shall be subject to the condition set forth in Section 2.2(b).
(b) Until the US Treasury Loan has been repaid in full, the Call Option may be exercised only in part and only to the extent that Fiat and its Affiliates would not be the owner of more than 49.9% of the outstanding Company LLC Interests immediately following exercise thereof.
(c) Unless an IPO has been completed, prior to any exercise of the Call Option pursuant to Section 2.2(d), the Holder shall give notice to the VEBA and to the US Treasury of its intention to exercise the Call Option (a “Notice of Intent”) in the manner prescribed in Section 5.5. The Notice of Intent shall set forth the number of Covered Interests that the Holder intends to purchase pursuant to such exercise of the Call Option. Within twenty (20) Business Days after the date of any Notice of Intent, the Holder shall (i) provide to the VEBA and the US Treasury a statement setting forth in reasonable detail the calculation of the Pre-IPO Call Option Exercise Price and (ii) procure that the Investment Bank provide the Holder and the US Treasury with an appraisal of the Contingent Value Rights
Exercise of the Call Option. 4.1 Party A and/or any third party designated by Party A shall have the right to exercise the Call Option in any way permitted by law at any time within the term of the Call Option upon effectiveness of this Agreement.
4.2 During the term of this Agreement, Party A and/or any third party designated by Party A may exercise the Call Option in whole or part in order to obtain any or all of the equity interest for which it has the right to subscribe hereunder at one or more times.
4.3 Party A shall exercise the Call Option by delivering a subscription notice to Party B (see the form and substance of such notice in Appendix 1). Party B shall transfer to Party A and/or any third party designated by Party A the corresponding Equity in Shanghai Ambow as specified in the subscription notice.
4.4 Party B shall complete all procedures required for Party A and/or any third party designated by Party A to obtain the Equity in Shanghai Ambow and become a lawful shareholder of Shanghai Ambow within sixty (60) days after Party A and/or any third party designated by Party A sends the subscription notice for the exercise of the Call Option, including without limitation, adopting any necessary resolution, providing or causing or facilitating Shanghai Ambow to provide all necessary documents, and causing and helping Shanghai Ambow to obtain approvals from competent government authorities for the change of equity and handle all relevant procedures in the event that Shanghai Ambow is converted to a foreign-invested company due to the exercise of the Call Option.