Put and Call Option. 6.1 In the event that the Board passes a resolution on a matter that is not a Reserved Matter, and no Alfa Directors have voted in favour of such resolution (including, without limitation, because the Alfa Directors voted against such resolution, abstained from voting, or were not present at the relevant Board meeting) then Alfa shall have the option to require Cukurova to purchase all of Alfa's CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares held by Alfa at the time.
6.2 In the event that any member of the board of directors or equivalent management body ("Defaulting Officer") of any CTH Group Member casts any vote or takes any action in respect of a matter that is in contradiction to the approach agreed to by Alfa and Cukurova with respect to such matter (as documented in resolutions duly adopted by the Board of CTH) (a "Default") and such Defaulting Officer, or the Shareholder that appointed such Defaulting Officer, does not remedy such Default within 45 days of its occurrence (the "Cure Period") and:
(A) whilst there shall remain outstanding any amount of principal or any interest thereon under the Financing Agreements, Alfa or, as the case may be, Cukurova shall (if it was not the party which appointed the Defaulting Officer ("the Innocent Party" and the other of them being the "Defaulting Party")) have the option (the "Call Option") to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's CTH Shares, and to procure the sale of all of its Affiliates' CTH Shares, for an amount equal to the Buy-Out Price; or
(B) if the obligations under the Financing Agreements (including the payment of all accrued interest on any principal thereunder) shall have been discharged, then the Innocent Party in its sole discretion (a) shall have the option (the "Put Option") to require the Defaulting Party to buy all of the Innocent Party's (and its Affiliates') CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares to be sold or (b) have the option to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's CTH Shares, and to procure the sale of all its Affiliates' CTH Shares, for an amount equal to the Buy-Out Price.
6.3 A Put Option or, as the case may be, a Call Option shall be exercisable by written notice from the exercising Shareholder to the other Shareholder (an "Option Notice") during a period of 30 days commencing from, (i...
Put and Call Option. 9.1. We may require you to transfer your rights in this Agreement to us (or our nominee) by us giving you 20 Working Days’ notice if:
9.1.1. any moneys owing to us are more than 20 Working Days in arrears;
9.1.2. any of clauses 1.5, 1.6, 1.9, 5.2, 6.5 or 8.1 above or either of clauses 12.3 or 12.5 below apply;
9.1.3. you refuse to perform your obligations under this Agreement; or
9.1.4. the Property is compulsory acquired by a Government Authority.
9.2. Subject to clause 9.3 below, you (or your Bank in accordance with clause 6.2.2 above) may require us (or our nominee) to acquire your rights in this Agreement from you at any time by giving us 20 Working Days’ notice.
9.3. During the first 3 years of your occupation of the Property, you may only serve notice on us under clause 9.2 above if clause 1.5 above applies or if we agree to allow you to serve notice on us during this initial term due to you suffering undue financial hardship (the Bank may still serve notice at any time if it is enforcing its rights).
9.4. Within 20 Working Days of the Exercise Date we must complete settlement with you (or your executors) by making payment of the Reversion Price in accordance with clause 9.6 below. You must provide a registerable transfer of your interest in this Agreement to us or our nominee together with a registerable discharge of any mortgage registered against your interest in this Agreement to us contemporaneously with us making payment in accordance with clause 9.6.
Put and Call Option. 9.1. We may require you to transfer your rights in this Agreement to us (or our nominee) by us giving you an Exercise Notice if:
9.1.1. any moneys owing to us are more than 20 Working Days in arrears;
9.1.2. any of clauses 1.5, 1.6, 1.9, 5.2, 6.5 or 8.1 above or either of clauses 12.3 or 12.5 below apply;
9.1.3. you refuse to perform your obligations under this Agreement; or
9.1.4. the Property is compulsory acquired by a Government Authority.
9.2. Subject to clause 9.3 below, you (or your Bank in accordance with clause 6.2.2 above) may require us (or our nominee) to acquire your rights in this Agreement from you at any time by giving us an Exercise Notice.
9.3. During the first 3 years of your occupation of the Property, you may only serve an Exercise Notice on us under clause 9.2 above if clause 1.5 above applies or if we agree to allow you to serve an Exercise Notice on us during this initial term due to you suffering undue financial hardship (the Bank may still serve notice at any time if it is enforcing its rights). If we allow you to serve an Exercise Notice on us under this clause 9.3 then the Reversion Price shall be equal to the Upfront Price plus the cost of any Improvements in accordance with clause 7.2.3 above (i.e. neither amount shall be adjusted for inflation).
9.4. On the Transfer Date we must complete settlement with you (or your executors) by making payment of the Reversion Price in accordance with either clause 9.3 above or clause 9.6 below. You must provide a registerable transfer of your interest in this Agreement to us or our nominee together with a registerable discharge of any mortgage registered against your interest in this Agreement to us contemporaneously with us making payment in accordance with clause 9.6.
Put and Call Option. (a) During the period commencing April 1, 2026 and on or prior to June 30, 2027 (the “Put Only Period”), or on or after July 1, 2027 (the “Put/Call Option Period”), CH shall have the right, but not the obligation, to deliver an irrevocable written notice of election to the Purchasers (the “Put Notice”, and the transaction resulting from the Put Notice, the “Put”) to initiate the purchase by the Purchasers from CH of all or a portion of the Profits Interest (as specified in the applicable Put Notice, the “Put Interest”) on the terms and subject to the conditions set forth in Section 2. Any portion of the Profits Interest not purchased as of any given date that remains subject to a Put or a Call (as defined below) shall be referred to herein as the “Outstanding Profits Interest.”
(b) During the Put/Call Option Period, the Purchasers shall have the right, but not the obligation, to deliver an irrevocable written notice of election to CH (the “Call Notice,” and the transaction resulting from the Call Notice, the “Call”), to initiate the purchase by the Purchasers from CH of not less than all of the Outstanding Profits Interest (as specified in the applicable Call Notice, the “Call Interest”) on the terms and subject to the conditions set forth in Section 3.
(c) For purposes of this Agreement, the term “Acquired Interest” shall refer to such portion of the Profits Interest (either the Put Interest, subject to the Put Cutback provided in Section 2(d), or the Call Interest) actually sold by CH and acquired by Purchasers pursuant to a Put or Call.
Put and Call Option. Alcoa hereby grants to Ma'aden an option (the "Put Option") to require Alcoa to purchase from Ma'aden (i) such number of Shares as at the relevant time constitutes 14.9% of the total issued Shares of each of the Companies; and (ii) 14.9% of the total aggregate Shareholder Loans provided to each of the Companies (the "Option Interests"), on the terms set out in this Clause 17. Ma'aden hereby grants to Alcoa an option (the "Call Option") to require Ma'aden to sell to Alcoa all of the Option Interests on the terms set out in this Clause 17.
Put and Call Option. 9.1. We may require you to transfer your rights in this Agreement to us (or our nominee) by us giving you 20 Working Days’ notice if:
9.1.1. any moneys owing to us are more than 20 Working Days in arrears;
9.1.2. any of clauses 1.5, 1.6, 1.9, 5.2, 6.6 or 8.1 above apply;
9.1.3. you refuse to perform your obligations under this Agreement; or
9.1.4. the Property is compulsory acquired by a Government Authority.
9.2. You (or your Bank in accordance with clause 6.2.2 above) may require us (or our nominee) to acquire your rights in this Agreement from you at any time by giving us 20 Working Days’ notice.
9.3. Within 20 Working Days of the Exercise Date we must pay you (or your executors) the Reversion Price. You must provide a registerable transfer of your interest in this Agreement to us or our nominee together with a registerable discharge of any mortgage registered against your interest in this Agreement to us contemporaneously with us making payment of the Reversion Price. If required by your Bank, we will pay the Reversion Price directly to your Bank.
Put and Call Option. 5.1 In consideration of the payment of (pound)1 by the Purchaser to BUK, receipt of which is hereby acknowledged by BUK, BUK hereby grants to the Purchaser an option to require BUK to sell the Assets and the Business for the Asset Consideration and on the terms and conditions of this Agreement (the "Call Option").
5.2 The Call Option may only be exercised by the Purchaser following the Share Completion and at any time in the period between 0.01am and 1.00pm on 1 April 2002 (or as otherwise agreed in writing between the parties) in the manner set out in clause 5.3. If the Call Option is not so exercised it will lapse and have no further effect.
5.3 The Call Option may only be exercised by the Purchaser in full (and not in part) during the period specified in clause 5.2 by notice in writing from the Purchaser to the Seller or the Seller's Solicitors in the form set out in Part A of Schedule 19 to this Agreement. The Call Option will be deemed to have been irrevocably exercised at the time and on the date when such notice is received by the Seller or the Seller's Solicitors (as the case may be).
5.4 In consideration of the payment of (pound)1 by BUK to the Purchaser, receipt of which is hereby acknowledged by the Purchaser, the Purchaser hereby grants to BUK an option to require the Purchaser to purchase (or procure the purchase of) the Assets and Business for the Asset Consideration and on the terms and conditions set out in this Agreement (the "Put Option").
5.5 The Put Option may only be exercised by the Seller following the Share Completion and or at any time in the period between 1.01pm and 5.30pm on 1 April 2002 (or as otherwise agreed in writing between the parties) in the manner set out in clause 5.6. If the Put Option is not so exercised it will lapse and have no further effect.
5.6 The Put Option may only be exercised in full (and not in part) during the period specified in clause 5.5 by notice in writing from the Seller to the Purchaser or the Purchaser's Solicitors in the form set out in Part B of Schedule 19 to this Agreement. The Put Option will be deemed to have been irrevocably exercised at the time and on the date when such notice is received by the Purchaser or the Purchaser's Solicitors (as the case may be).
Put and Call Option. Under Put and Cali option, Eros has right but not the obligation to buy or sell its shares specific number of shares at the specific price
Put and Call Option. In the event that the IR Cash Closing is not completed on or prior to the IR Long Stop Date (the “NR Option Trigger”), each of the XX Xxxxxxx shall have the individual right at its own discretion (but not the obligation) with respect to itself to require the Acquirer, to (a) purchase all the Respective NR Subscription Shares held by such NR Seller and EE Subscription Shares, if any (the “Respective NR Put Shares”) in a single tranche, and (b) transfer all the Respective NR Sale Shares and the Identified EE Shares (to the extent applicable), which are transferred to the Acquirer pursuant to the NR Closing Date and the NR Closing 2 Date respectively, as the case may be (the “Respective NR Call Shares”), where the consideration for such sale and purchase shall be (i) transfer of such of those Respective NR Put Shares which are issued to the XX Xxxxxxx on the NR Closing Date and the NR Closing 2 Date (if applicable), and (ii) termination by such NR Seller, of the relevant Promissory Note to the extent of the Respective NR Cash Consideration Amount (net of any Taxes withheld, if any) corresponding to the Respective NR Call Shares, and termination of the EE Promissory Note to the extent of the EE Cash Consideration Amount (net of any Taxes withheld, if any) corresponding to the Respective NR Call Shares, in accordance with this Clause 1 (“NR Put and Call Option”).
9.1.1. The NR Put and Call Option may be exercised by an NR Seller by providing a Notice (“NR
Put and Call Option. 3.1 Subject to:
(a) the Tender Offer becoming unconditional in all respects and not being terminated in accordance with this agreement or the Circular; and
(b) Stifel being registered within CREST as the holder of the Tendered Shares:
(i) the Company hereby grants to Stifel an option to require the Company to purchase the Tendered Shares from Stifel (the Put Option); and
(ii) in the event that Stifel does not deliver a Put Option Exercise Notice during the Put Option Period, Stifel hereby grants to the Company an option to require Stifel to sell the Tendered Shares to the Company (the Call Option), in each case, on the terms of this agreement.
3.2 Subject to clause 3.4, notice to exercise the Put Option may be given at any time following Stifel being registered within CREST as the holder of all (but not part only) of the Tendered Shares and during the period commencing at the Unconditional Time (or such other time or date as the parties agree) and ending at 3.00 p.m. on the Unconditional Date (or such other time or date as the parties agree) (the Put Option Period) in respect of all (but not part only) of the Tendered Shares, by way of written notice from Stifel to the Company in the form set out in Schedule 1 to this agreement (the Put Option Exercise Notice). For the avoidance of doubt, any announcement by, or on behalf of, the Company of the number of Tendered Shares prior to the Closing Date shall not constitute the announcement of the results of the Tender Offer.
3.3 Subject to clause 3.4, notice to exercise the Call Option may be given at any time during the period commencing from the end of the Put Option Period (or such other time or date as the parties agree) and ending on 5.00 p.m. on the Unconditional Date (or such other time(s) or date(s) as the parties agree) (the Call Option Period) in respect of all (but not part only) of the Tendered Shares, by way of written notice from the Company to Stifel in the form set out in Schedule 2 to this agreement (the Call Option Exercise Notice).
3.4 Following service of a Put Option Exercise Notice pursuant to clause 3.2 or a Call Option Exercise Notice pursuant to clause 3.3, no further Put Option Exercise Notice or Call Option Exercise Notice may be served. TABLE OF CONTENTS
3.5 Completion of the sale and purchase of the Tendered Shares pursuant to the exercise of the Put Option or the Call Option (as applicable) (Completion) shall occur as soon as is reasonably practicable following completion o...
