Exercise of Call Option. 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”).
3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”),
(a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date).
(b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name.
3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall:
(a) be credited as fully paid,
(b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and
(c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date.
3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number.
3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.
Exercise of Call Option. In connection with an exercise of the option contained in Condition 5(c) (Redemption at the option of the Issuer) in relation to some only of the Notes, this Global Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in principal amount, at their discretion).
Exercise of Call Option. In the event the Company and/or any ----------------------- Class I Stockholder elects not to participate in the purchase of Callable Securities pursuant to the Call Option, all remaining Purchasing Group Stockholders desiring so to participate may do so, pro rata amongst such --- ---- remaining Purchasing Group Stockholders based upon their respective Equity Ownership in the Company, or in any other proportion as they may agree. The closing for all purchases and sales of Callable Securities pursuant to this Section 5 shall be at the principal executive offices of the Company at 10:30 a.m., California time, on the 60th day after the giving of the applicable Purchase Notice. The purchase price for the purchase and sale of Callable Securities shall be paid in cash, by certified or official bank check. The Seller(s) of Callable Securities sold pursuant to this Section 5 shall cause such Securities to be delivered to the Purchasing Group or the Company at the relevant closing free and clear of all liens, charges or encumbrances of any kind. Such Seller(s) shall take all actions as the Purchasing Group or the Company shall request as necessary to vest in the members of the Purchasing Group and/or the Company at such closing such Callable Securities, free and clear of all liens, charges and encumbrances incurred, voluntarily or involuntarily, by or through Seller(s).
Exercise of Call Option. In connection with an exercise of the option contained in Condition 6(f) (Optional Early Redemption (Call)) in relation to some only of the Notes, the Notes represented by this Global Registered Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.
Exercise of Call Option. The Call Option may be exercised during the Call Option Period with respect to all of the Warrants and the Warrant Shares of the Holders, by the Company giving notice to each Holder during the Call Option Period of the election of the Company to exercise the Call Option, and the date of the Call Option Closing (as defined below), which in all events will be within at least ten (10) days after the date of such notice.
Exercise of Call Option. (i) In order to exercise the Call Option, the BBVA Shareholder must serve notice in writing (the “Call Option Notice”)on the Dogus Shareholders:
i. specifying the number of Call Option Shares to be purchased and requiring the Dogus Shareholders to Sell to the BBVA Shareholder the Call Option Shares at the Call Option Price;
ii. stating whether completion is conditional on any requisite BRSA or other Governmental Authority consent;
iii. subject to paragraph (ii) below, stating a date (being a Business Day) on which completion shall take place, which date (as extended by and subject to any delay due to BRSA or any other necessary Governmental Authority consent) shall be at least 90 days but no more than 120 days as of the date of the delivery of the Call Option Notice (the “Call Option Interim Period”);
(ii) Following delivery of the Call Option Notice:
i. The BBVA Shareholder shall be free to sell such Garanti Shares as are necessary to avoid an obligation to launch an MTO (and the provisions of Sections 3.04(B), 3.05 and, consequently, 3.06 shall not apply in such circumstances);
ii. The Dogus Shareholders undertake not to acquire, directly or indirectly, any additional Shares where such acquisition triggers or is reasonably likely to trigger a requirement for the BBVA Shareholder to launch an MTO; and
iii. Both Parties shall co-operate and use all reasonable endeavours to obtain any necessary waivers or exemptions from the CMB from launching an MTO, and (for the avoidance of doubt) in the absence of such waiver or exemption the Call Option may not be completed.
(iii) Once exercised, the Call Option may only be revoked with the consent of the Dogus Shareholders.
(iv) In the event that put/call proceedings stipulated in Section 8.01.02 are instituted by the non-affected/non-defaulting Party following the occurrence of a Triggering Event, the Call Option shall immediately and automatically lapse.
Exercise of Call Option. (a) The Purchaser may exercise any Options issued hereunder at any time on or prior to November 2, 2005, by delivering a written notice to the Company (a "Purchaser's Call Option Notice") requiring the Company to issue and sell (in which event the Purchaser shall purchase) Convertible Notes covered by such Option having the principal amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% of the principal amount thereof.
(b) Any issuance of Convertible Notes will be effected on the basis of the representations and warranties and subject to the terms and conditions set forth herein, against payment of the above-specified purchase price therefor. The closing of the issuance and acceptance of such Convertible Notes against such payment shall take place on such date and time as may be specified in the Purchaser's Call Option Notice but no earlier than three Business Days and no later than twenty Business Days after the date of delivery of the Purchaser's Call Option Notice, at which time the Company shall deliver to the Purchaser such Convertible Notes in certificated form against delivery by the Purchaser of a wire transfer of the purchase price to the Company's account [****]. Upon the occurrence of any Change of Control, the Company shall take appropriate action to ensure that the Purchaser shall have the right to exercise the Options after the Change of Control.
(c) Subject to the conditions set forth in this Section 2(c), the Company, upon five business days' notice to the Purchaser, may elect, in lieu of delivering Convertible Notes pursuant to this Section 2, to deliver the number of shares of Common Stock determined pursuant to the following formula:
Exercise of Call Option. In connection with an exercise of the option contained in Condition 7(c) (Redemption at the option of the Issuer) in relation to some only of the Notes, the Notes represented by this Rule 144A Global Note Certificate may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of DTC (to be reflected in the records of DTC as either a pool factor or a reduction in minimal amount, at its discretion).
Exercise of Call Option. During the Call Period, the Company may at any time, and from time to time, by giving written notice (the “Notice”) to any person or entity that owns any Option Shares issued upon exercise of the Option (each, a “Holder”), elect to purchase any or all of the Option Shares owned by such Holder, at the purchase price determined in accordance with subsection (a) above, as applicable.
Exercise of Call Option. Monsanto Canada shall have exercised the Call Option in accordance with the terms of this Agreement.
