Second Call Option. The H&Q Parties hereby grant to each Buyer the right and option (the "Second Call Option") at any time during the period beginning on April 5, 2004 and ending at 8:00 P.M., New York City time, on April 9, 2004 (the "Second 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 Second Call Option."
Second Call Option. The UPREIT will have the right to call (the “Second Call”) the remaining 0.2% limited partnership interests in BCA held by CLA in the thirty (30) day period beginning one (1) year and one (1) day following the Second Closing Date by giving CLA not less than ten (10) days prior written notice thereof. Closing (the “Third Closing”) will take place on the tenth (10th) day following the giving of such notice (the “Third Closing Date”). At the Third Closing, (a) CLA will distribute the remaining 0.2% limited partnership interests in BCA held by CLA to the Individuals pro-rata in proportion to their respective ownership interests in CLA, (b) Xxxxxxxx will assign the entire limited partnership interest in BCA then held in his name (constituting a 0.0063158% limited partnership interest in BCA) to the UPREIT free and clear of all liens, pledges and encumbrances of every type or nature in exchange for Class A Units in the UPREIT with a value, calculated at the Average Closing Price on the First Closing Date, equal to 0.0063158% of the Net Equity Value of BCA, (c) Shore will assign the entire limited partnership interest in BCA then held in his name (constituting a 0.0210526% limited partnership interest in BCA) to the UPREIT free and clear of all liens, pledges and encumbrances of every type or nature in exchange for Class A Units in the UPREIT with a value, calculated at the Average Closing Price on the First Closing Date, equal to 0.0210526% of the Net Equity Value of BCA, (d) Stone will assign the entire limited partnership interest in BCA then held in his name (constituting a 0.0105264% limited partnership interest in BCA) to the UPREIT free and clear of all liens, pledges and encumbrances of every type and nature in exchange for cash in an amount equal to 0.0105264% of the Net Equity Value of BCA, (e) Xxxxxx Xxxxx will contribute the entire limited partnership interest in BCA then held in his name (constituting a 0.0810526% limited partnership interest in BCA) to the UPREIT free and clear of all liens, pledges and encumbrances of every type or nature in exchange for Class A Units in the UPREIT with a value, calculated at the Average Closing Price on the First Closing Date, equal to 0.0810526% of the Net Equity Value of BCA, and (f) Xxxxxx Xxxxx will contribute the entire limited partnership interest in BCA then held in his name (constituting a 0.0810526% limited partnership interest in BCA) to the UPREIT free and clear of all liens, pledges and encumbrances of...
Second Call Option. (a) Subject to the exercise by Plug Power of the First Call Option as provided in Section 12.1.1 above (it being specified that the failure of Plug Power to exercise the First Call Option shall be deemed an irrevocable waiver to exercise the Second Call Option), Axane hereby grants to Plug Power an irrevocable option to purchase (the “Second Call Option”) from Axane and/or its Affiliates a number of JV Company Shares which would allow Plug Power to hold 80% of the share capital of the JV Company on a fully diluted basis. For the avoidance of doubt, Plug Power shall exercise its Second 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 80% 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 promptly as possible after the Second Call Option Notice, but without constituting a condition precedent to the transfer of the JV Shares under the Second Call Option, the Parties shall perform the Termination Obligations in accordance with Section 10.4(h) above.
(c) Plug Power may exercise the Second Call Option at any time between the earlier of (i) thirty (30) days after the certification of the 2017 Accounts and (ii) May 31, 2018 (the “Second Call Option Period”).
(d) For the purposes of the exercise of the Second Call Option, Plug Power shall send, within the Second Call Option Period, a written notice (the “Second Call Option Notice”) to Axane. Said Second Call Option Notice shall set forth the number of JV Company Shares Plug Power wishes to purchase and its calculation of the Second Call Option Price.
(e) On a date to be agreed by Axane and Plug Power and not later than the 45th (fourty-fifth) Business Day following the date of the Second Call Option Notice (the “Second 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 necessary, Plug Power shall be entitled to apply for the Transfer Registration pursuant to Section 12.1.4 below.
(f) For the purposes of the Second Call Option, the price to be paid by Plug Power to Axane for the relevant JV Company Shares (the “Second Call Option Price”) on the Second Call Option Transfer ...
Second Call Option. (a) Provided that Purchaser shall have exercised the First Call Option by delivering its First Call Option Notice on or before August 31, 2014, and whether or not the First Call Option Closing has occurred (other than as a result of a breach by Purchaser of its obligation to pay the purchase price for the First Call Option Shares), Purchaser shall have the option but not the obligation (the “Second Call Option”) to purchase all shares of Common Stock and Preferred Stock, free and clear of all liens, then held by NEC Corporation (the “NEC Shares”) and then held by NECAP (the “NECAP Shares”) (all such shares of Common Stock and Preferred Stock then held by NEC Corporation and NECAP, the “Second Call Option Shares”), for an aggregate purchase price equal to the Second Call Option Purchase Price, such that after giving effect to the purchase and sale and transfer of such Second Call Option Shares, Purchaser will hold all then outstanding equity securities of the Company.
Second Call Option. The Buyer may exercise the Second Call Option in respect of the Second Option Shares:
3.2.1 at any time upon the achievement of the Second Milestone and ending no later than one hundred Business Days thereafter; or
3.2.2 if the Second Milestone is not achieved prior to the sixth 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.
Second Call Option. At any time following the third anniversary of the Second Completion Date, 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 “Second 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.
Second Call Option. By valid delivery of a Call Option Notice (as set forth below), DPI may elect to exchange on the Second Anniversary Date shares of common stock of DPI for up to fifty percent (50%) of the IPO-Time Shares (less any IPO-Time Shares previously sold to DPI under Section 2 or 3).
Second Call Option. If, Linura does not exercise the Second Put Option within thirty days of the Control Anniversary 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 Anniversary Date. The consideration for the Second Call Option shall be the higher of:
11.4.1 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 the ORL Shares then held by the Company preceding the Second Call Option exercise date and the total debt of the Company, including Participating Shareholder Loans but excluding Capital Notes and Additional Capital Notes as of the Second Call Option exercise date and (B) the amount of Linura’s Participating Shareholder Loan(s) together with any Loan Interest accrued thereon until the Second Call Option exercise date; or
11.4.2 (x) the price that Linura paid to acquire its Ordinary Shares and its Capital Investments plus a return rate of 8% per annum (compounded annually) (commencing on the respective dates of the capital contributions on account of such Ordinary Shares or such Capital Investments until the Second Call Option exercise date) plus the amount of Linura’s outstanding Participating Shareholder Loans (including any accrued Loan Interest thereon until the Second Call Option exercise date) minus (y) any dividends or repayment of capital notes plus a return rate of 8% per annum (compounded annually) from the date of such dividends or repayments of its Capital Investments until the Second Call Option exercise date.
Second Call Option. At any time after expiration of the First Call Period and continuing during the term of this Agreement (provided the First Call Option has not been exercised), JLUS shall have the right and option (the "SECOND 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 "SECOND CALL PURCHASE PRICE") equal to (i) BR's Percentage Interest (or the Percentage Interest of any transferee of BR), MULTIPLIED BY (ii) two (2), MULTIPLIED BY (iii) the amount by which the Company's trailing twelve (12) months' total revenues 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, exceeds $8,340,044.
Second Call Option
