First Call Option. The H&Q Parties hereby grant to the Buyers the right and option (the "First Call Option") at any time during the period beginning on January 6, 2004 and ending at 8:00 P.M., New York City time, on January 12, 2004 (the "First Call Exercise Period") to require the H&Q Parties to sell to the Buyers up to the number of Covered Securities set forth opposite each Buyer's name on Exhibit C hereto under the heading "Upon Exercise of the First Call Option."
First Call Option. (a) Axane hereby grants to Plug Power an irrevocable option to purchase (the “First Call Option”) from Axane a number of JV Company Shares which would allow Plug Power to hold 65% of the share capital of the JV Company on a fully diluted basis. For the avoidance of doubt, Plug Power shall exercise its First Call Option on all the JV Company Shares (and not a portion only) held by Axane and/or its Affiliates which are required for Plug Power to hold 65% of the share capital of the JV Company on a fully diluted basis. Plug Power hereby accepts said First Call Option, as an option only.
(b) As an exception to paragraph (a) above, if Axane has sold part of its JV Company to a Third Party pursuant to Section 11.2.2(b), the First Call Option may be exercised on all (and not a portion only) of the remaining JV Company Shares held by Axane and/or any of its Affiliates on the exercise date of the First Call Option.
(c) Plug Power may exercise the First Call Option at any time between January 4, 2016 and January 29, 2016 (the “First Call Option Period”).
(d) For the purposes of the exercise of the First Call Option, Plug Power shall send, within the First Call Option Period, a written notice (the “First Call Option Notice”) to Axane. Said First Call Option Notice shall set forth (i) the number of JV Company Shares Plug Power wishes to purchase, and (ii) the formula chosen by Plug Power for the purpose of the calculation of the First Call Option Price, in compliance with the terms of paragraph (g) below.
(e) On a date to be agreed by Axane and Plug Power and not later than the 45th (forty-fifth) Business Day following date of the First Call Option Notice (the “First Call Option Transfer Date”), Plug Power and Axane (or any designated Affiliate thereof) shall enter into a Share Transfer Agreement in the form of the draft attached hereto as Schedule 10.4(f). Plug Power shall pay all relevant transfer taxes (droits d'enregistrement), if any, due upon the transfer of the Shares. If required, Plug Power shall be entitled to apply for the Transfer Registration pursuant to Section 12.1.4 below.
(f) As promptly as possible after the First Call Option Notice but without constituting a condition precedent to the transfer of the JV Shares under the First Call Option, the Parties shall perform the Termination Obligations in accordance with Section 10.4(h) above.
(g) For the purposes of the First Call Option, and subject to the terms of Section 12.2.2(g) pertaining to the Revised...
First Call Option. (a) Purchaser shall have the option but not the obligation to purchase, free and clear of all liens, an additional 239,060,083 shares of Common Stock from the Company (the “First Call Option”) for a price equal to U.S. $50,000,000 (the “First Call Option Purchase Price”), such that after giving effect to the purchase and sale of such shares (the “First Call Option Shares”), Purchaser will hold, after giving effect to the conversion of 229,685,177 shares of Preferred Stock held by NEC Corporation and NECAP on a 1:1 basis into Common Stock, an aggregate of 51.0% of the Common Stock of the Company and an aggregate of 49.0% of the then outstanding equity securities of the Company.
First Call Option. The Buyer may exercise the First Call Option in respect of the First Option Shares:
3.1.1 at any time after the achievement of the First Milestone and ending no later than one hundred Business Days thereafter; or
3.1.2 if the First Milestone is not achieved prior to the third anniversary of the date of the Share Purchase Agreement, at any time after such anniversary date and ending no later than one hundred Business Days thereafter.
First Call Option. (i) At any time prior to the third anniversary of the Second Completion Date and provided that Bison-GE shall not have previously exercised the Put Option, in accordance with the terms and conditions set forth in this Section 7, the Company and/or GFC shall have the right and option to elect (the “First Call Option”) to cause Bison-GE (and any of its permitted transferees) to sell and transfer to the Company or GFC (as the case may be) the Bison-GE Sale Shares.
First Call Option. 6.1.1 PAL shall have the option (the “First Call Option”), but not the obligation to purchase from Media Port eleven percent (11%) of the total issued and outstanding shares of the Company (the “First Call Option Shares”) at the First Call Option Purchase Price (as defined below) by giving Media Port notice in writing.
6.1.2 PAL may only exercise the First Call Option at any time during the period of two (2) years from 1st January 2016.
First Call Option. By valid delivery of a Call Option Notice (as set forth below), DPI may elect to exchange on the First Anniversary Date shares of common stock of DPI for up to twenty-five percent (25%) of the IPO-Time Shares (less any IPO-Time Shares previously sold to DPI under Section 2 or 3).
First Call Option. If Linura does not exercise the First Put Option within thirty (30) days of the Control Failure Date, then Scailex shall have the right to purchase all of Linura’s Ordinary Shares by delivering written notice to Linura before the sixtieth (60th) day following the Control Failure Date. The consideration for the First Call Option shall be the higher of:
11.2.1 the sum of (A) the amount obtained by multiplying (x) Linura’s then percentage ownership in the Company by (y) the difference between the Average Market Value of ORL Shares then held by the Company preceding the First Call Option exercise date and the total debt of the Company, including all Participating Shareholder Loans but excluding Capital Notes and Additional Capital Notes, on the First Call Option exercise date; and (B) the amount of Linura’s Participating Shareholder Loan(s) together with any Loan Interest accrued thereon until the First Call Option exercise date; or
11.2.2 (x) the price that Linura paid to acquire its Ordinary Shares and its Capital Investments plus Interest (accrued from the respective dates of the capital contributions on account of such Ordinary Shares or Capital Investments until the First Call Option exercise date) plus the amount of its outstanding Participating Shareholder Loans (including any accrued Loan Interest thereon until the First Call Option exercise date) minus (y) any dividends or repayment of its Capital Investments plus Interest accrued from the date of such dividends or repayments of its Capital Investments until the First Call Option exercise date.
First Call Option. At any time during the period commencing on July 1, 2008 and ending on June 30, 2011 (the "FIRST CALL PERIOD"), JLUS shall have the right and option (the "FIRST CALL OPTION") to purchase from BR (or any transferee of BR) all, but not less than all, of BR's Membership Units (or the Membership Units of any transferee of BR) for a purchase price (the "FIRST CALL PURCHASE PRICE") equal to (i) BR's Percentage Interest (or the Percentage Interest of any transferee of BR), MULTIPLIED BY (ii) four (4), MULTIPLIED BY (iii) the Company's twelve (12) months' total revenues or, to the extent such determination is made prior to July 1, 2009, the Company's and JLUS' combined twelve (12) months' total revenues, in each case determined in accordance with GAAP for the period determined as follows:
(A) if the closing occurs on or before the ninetieth (90th) day following the delivery of the Offer Notice (as defined below), then the trailing (12) month period shall end on the last day of the month in which the Offer Notice was delivered; and (B) if the closing occurs after the ninetieth (90th) day following the delivery of the Offer Notice, then the trailing (12) month period shall end on the last day of the month immediately preceding the month in which the closing occurs.
First Call Option
