Rescission of Exercise. If the Administrator determines that recoupment of incentive compensation paid to you pursuant to this Option is required under any law or any recoupment policy of the Company, then this Option will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any prior exercise of this Option may be deemed to be rescinded, and the Administrator may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any other amounts due from the Company to you the amount owed by you hereunder and any exercise price and withholding amount tendered by you with respect to any such incentive compensation. Notice of Disqualifying Disposition: If this Option is designated as an Incentive Stock Option and you sell Shares that were acquired through the exercise of this Option within two years from the Grant Date or one year from the date of exercise, you must notify the Administrator of the sale to permit proper treatment of the compensation expense.
Rescission of Exercise. Party A may rescind its notice of exercise at any time prior to the Settlement Date by providing notice of rescission to Party B. If Cash Settlement applies and if Party B cannot obtain a bid for the Bonds held by it in excess of the Strike Price together with accrued interest on the Bonds, then Party A's notice of exercise shall be rescinded; provided that this provision shall not apply in connection with a redemption. If Cash Settlement applies and Party A exercises its Options in connection with a self-tender for settlement prior to February 19, 2008, Party A's notice of exercise shall be automatically rescinded if the price offered by the Bond Issuer does not exceed the Strike Price together with accrued interest on the Bonds. Upon any rescission of exercise (whether pursuant to the foregoing sentence or otherwise) the Options for which notice of exercise was given and for which exercise was rescinded shall continue in full force and effect without regard to such provision of notice. Any Options exercised under this Transaction may be deemed rescinded to the extent so provided under Schedule I to the Trust Agreement. Multiple Exercise: Applicable Minimum Number of Options: 1
Rescission of Exercise. Party A may rescind its notice of exercise at any time prior to the Settlement Date by providing notice of rescission to Party B. If Cash Settlement applies and if Party B cannot obtain a bid for the Bonds held by it in excess of the Strike Price together with accrued interest on the Bonds, then Party A's notice of exercise shall be rescinded. If Cash Settlement applies and Party A exercises its Options in connection with a self-tender for settlement prior to October 29, 2007, Party A's notice of exercise shall be automatically rescinded if the price offered by the Bond Issuer does not exceed the Strike Price together with accrued interest on the Bonds. Upon any rescission of exercise (whether pursuant to the foregoing sentence or otherwise) the Options for which notice of exercise was given and for which exercise was rescinded shall continue in full force and effect without regard to such provision of notice. Multiple Exercise: Applicable Minimum Number of Options: 1
Rescission of Exercise. If Party B cannot obtain a bid for the Bonds held by it in excess of the Strike Price together with accrued interest on the Bonds, then Party A's notice of exercise shall be rescinded and the Options for which notice of exercise was given shall continue in full force and effect without regard to such provision of notice.
Rescission of Exercise. If the Option is exer- cised and, for any reason, neither Purchaser nor any third-party shall have acquired 100% of the Shares by a date which is nine months after such exercise at a price per Share equal to or greater than the Option Consid- eration, then at the election of all of the Stockholders (upon five-days notice given within ten months after such exercise) the Option exercise shall be rescinded. Upon any such rescission, the Stockholders shall re- turn to Parent the aggregate Option Consideration (plus investment income, if any, realized thereon) and Parent shall return to the Stockholders the Subject Shares free and clear of any encumbrances, etc. (plus any divi- dends (and investment income, if any, realized thereon)). Throughout the period during which the Option is subject to rescission, Parent and Pur- chaser shall take no action which would (i) adversely affect the voting rights in respect of the Subject Shares, but Parent shall be entitled to exercise full voting rights related to the Subject Shares or (ii) cause the Company to make or pay any special dividends or distributions. The foregoing notwithstanding, the provisions of this Section 2.4 shall not apply if Purchaser or one of its affiliates makes, following the exercise of the Option and during such nine month period, an offer to all holders of Shares to purchase any or all of their Shares at a price per Share equal to or greater than the Option Consideration, which offer shall be subject to no conditions other than the absence of an injunction.
Rescission of Exercise. If the Company determines that recoupment of incentive compensation paid to or otherwise received by you pursuant to your Option is required under any law or any recoupment policy of the Company, then your Option will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any prior exercise of such Option may be deemed to be rescinded and the Company may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any amounts due from the Company to you the amount owed by you hereunder and any exercise price and withholding amount tendered by you with respect to any such incentive compensation. In addition, if (i) the Company or an Affiliate terminates you for Cause, (ii) you terminate your employment or service at a time when you could be terminated for Cause, or (iii) your termination is not for Cause, but the Administrator later determines that you could have been terminated for Cause if all of the facts had been known at the time of termination of employment or service, then any exercise of this Option during the period beginning six months prior to such termination and ending on the date of your termination (or, if later, the date the Administrator determines you could have been terminated for Cause) may be rescinded by the Company within two years of such termination of employment or service (or, if later, within two years of the Company’s discovery of the Cause) by written notice to you at your last address on file with the Company. In the event of any such rescission, you shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise in such manner and on such terms and conditions as may be required, and the Company shall be entitled to offset against any amounts due from the Company to you the amount owed by you hereunder and any exercise price and withholding amount tendered by you with respect to such stock option.
Rescission of Exercise. If the Company determines that recoupment of incentive compensation paid to or otherwise received by you pursuant to your Option is required under any law or any recoupment policy of the Company, then your Option will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any prior exercise of such Option may be deemed to be rescinded and the Company may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any amounts due from the Company to you the amount owed by you hereunder and any exercise price and withholding amount tendered by you with respect to any such incentive compensation.
Rescission of Exercise. (i) Metaldyne may rescind its exercise of the Metaldyne Call Option at any time prior to the consummation of the Metaldyne Call Option Closing:
(A) with the written consent of each Class A Unitholder and Class B Unitholder; or
(B) if the Metaldyne Call Option Closing has not occurred on or before the 120th day following the Metaldyne Call Option Notice Date and any of the conditions to Metaldyne's obligations set forth in Section 15.1(e)(i) or 15.1(e)(ii) have not been satisfied or waived, provided that such failure is not attributable to a willful or intentional act or omission by Metaldyne; or
(C) if the Metaldyne Call Option Closing has not occurred on or before the 210th day following the Metaldyne Call Option Notice Date for any reason; provided that such failure is not attributable to a willful or intentional act or omission by Metaldyne.
(ii) Any Unitholder (other than Metaldyne or any of its Affiliates) may rescind the exercise of the Metaldyne Call Option at any time prior to the consummation of the Metaldyne Call Option Closing:
(A) with the written consent of Metaldyne; or
(B) if the Metaldyne Call Option Closing has not occurred on or before the 120th day following the Metaldyne Call Option Notice Date and any of the conditions to the Unitholders' obligations set forth in Section 15.1(e)(i) or 15.1(e)(iii) have not been satisfied or waived, provided that such failure is not attributable to a willful or intentional act or omission by such Unitholder; or
(C) if the Metaldyne Call Option Closing has not occurred on or before the 210th day following the Metaldyne Call Option Notice Date for any reason; provided that such failure is not attributable to a willful or intentional act or omission by such Unitholder.
Rescission of Exercise. Metaldyne may rescind its exercise of the Metaldyne Put Option at any time prior to the consummation of the Metaldyne Put Option Closing.
Rescission of Exercise. DaimlerChrysler may rescind its exercise of the DaimlerChrysler Call Option at any time prior to the consummation of the DaimlerChrysler Call Option Closing.
