Selling Shareholders’ Call Option Clause Samples

Selling Shareholders’ Call Option. (A) If: (1) the Stock Exchange requests any material amendments to any of the rights of the Investor referred to in clause 5.4; (2) the Investor refuses to accept such amendments; (3) the Stock Exchange would not approve the proposed IPO without such amendments being made; and (4) the Investor indicates it will not to exercise the put option set out in clause 5.4 or upon expiry of the period referred to in clause 5.4(B), during which the Investor may exercise its rights under clause 5.4(A), each of the Selling Shareholders shall be entitled to require the Investor to sell all (but not part only) of the Sale Shares to each of them on a Pro-rata Basis at a price per Share equal to the sum of the Initial Valuation per share plus a return that yields 12% IRR. (B) The entitlement in clause 5.6(A) is exercisable by a Selling Shareholder giving a written notice to the Investor at any time after the earlier of: (1) the Investor indicating it will not exercise the put option set out in clause 5.4; and (2) the Business Day immediately following the expiry of the period referred to in clause 5.4(B) during which the Investor may exercise its rights under clause 5.4(A). Completion of the transfer of Sale Shares pursuant to this clause 5.6 shall occur on the third Business Day after such notice is given.