Call Option Closing. The closing for the purchase and sale of all of the Warrants and Warrant Shares that the Company has elected to purchase under this Agreement, will take place at the office of the Company, on the date specified in such notice of exercise (the "Call Option Closing"). At the Call Option Closing, the Holders of the Warrants will deliver the Warrants and the certificate or certificates representing the Warrant Shares, duly endorsed in blank. In consideration therefor, the Company will deliver to each Holder the purchase price, which will be payable in immediately available funds.
Call Option Closing. Unless otherwise agreed by the Parties, the closing of the sale of the Call Shares pursuant to the Call Option shall take place at 1:00 p.m. local time at the registered office of _________ (or such other location as may be agreed by the Parties) on the later of (i) the 20th Business Day after the Call Price has been determined pursuant to Section 5.2 and (ii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals have been unconditionally received, which date shall be deemed to be the date of exercise of the Call Option by the SPE Shareholders. At the closing of the Call Option:
Call Option Closing. Upon the Investor’s election to exercise the Call Option, on the Call Option Closing Date each Existing Shareholder shall deliver (a) share certificate or certificates and duly executed stock powers in favor of the Investor or its designee representing the Call Option Shares to the Investor and (b) a duly executed ordinary shares purchase agreement in substantially the form of the Purchase Agreement (the “Call Purchase Agreement”), containing, among other things, (i) representations and warranties of the Company and the Investor which shall speak on and as of the date of signing and closing of such transaction and shall in other respects be identical to the representations and warranties provided in Section 2 of the Purchase Agreement and representations and warranties providing that upon delivery of the Call Option Shares the Investor shall acquire good, valid and marketable title to the Call Option Shares free and clear of any liens, claims or encumbrances imposed by any action or omission of the Existing Shareholders or the Company, provided, however, that (x) the Schedule of Exceptions thereto shall be updated to reflect the then-current situation of the Company and its subsidiaries, and (y) the financial information shall reflect the two most recent fiscal years plus the most recent practicable interim period, (ii) agreements and indemnities of the Company, the Existing Shareholders and the Investor identical to those provided in Sections 6 and 7 of the Purchase Agreement, and (iii) covenants prohibiting the Existing Shareholders and their Affiliates from directly or indirectly (x) competing in or into the Peoples Republic of China and any other countries in which or into which the Company or its subsidiaries conducts business or (y) soliciting, servicing or hiring any then-current or former clients or employees of the Company or its subsidiaries, in each case for a period of twenty-four (24) months from the date of the closing of the Call Purchase Agreement and (iv) confidentiality agreements of the Existing Shareholders. It is understood and agreed that the Investor may by written notice to the Company refuse to consummate the Call Option in the event that (a) the information reflected in the Schedule of Exceptions to the proposed Call Purchase Agreement as compared to the Schedule of Exceptions attached to the Purchase Agreement materially adversely affects the value of the Company and its subsidiaries or the value to the Investor of the proposed i...
Call Option Closing. (a) The closing of the sale of the applicable Deliverable Securities resulting from the exercise of the Call Option (the “Call Option Closing”) shall take place at 10:00 a.m. in the City of New York at the offices of Xxxxxx Xxxxxxxx Xxxxx and Xxxxxxxx LLP, or such other law firm as the parties hereto may agree on the date specified by CVH in its Exercise Notice (as defined below), which date in no event shall be (i) less than three (3) or more than six (6) Business Days following the date of the Exercise Notice (the “Call Option Closing Date”); provided that the Call Option Closing Date may be extended by five (5) additional Business Days for the closing of the sale of the Spinco Interests (as defined below) at the request of any Fintech Party; provided further that the Call Option Closing Date may only occur after the Regulatory Approval has been obtained or, in case the Regulatory Approval has not been obtained, after the Spinco Deadline (as defined below). On the Call Option Closing Date, Fintech Advisory, shall, subject to clause (b) below, against receipt of the Exercise Price, sell, convey, transfer and deliver (or cause FIA to deliver) to CVH full right, title and interest in and to the Deliverable Securities, in each case free and clear of all claims and Encumbrances, by executing and delivering (i) an Assignment Agreement, substantially in the form of Exhibit C, and (ii) any such customary instruments of conveyance or purchase agreement as CVH or Fintech Advisory may reasonably request.
Call Option Closing. The closing for the purchase and sale of all of the C Warrants and Warrant Shares issued upon any previous exercise of the C Warrants will take place at the office of the Company, on the date specified in such notice of exercise (the "Call Option Closing"). At the Call Option Closing, the Holders of the C Warrants will deliver the C Warrants and the certificate or certificates representing the Warrant Shares issued upon any previous exercise of C Warrants, duly endorsed in blank. In consideration therefor, the Company will deliver to each Holder the purchase price, which will be payable in immediately available funds.
Call Option Closing. Completion of the sale and purchase of the Shares following the exercise of the Call Option shall take place no later than five Business Days after the Call Exercise Date thereof (the "Call Closing"). At the Call Closing and upon payment of the Call Price, the Put Holder shall deliver to the Call Holder or to one or more assignees or substitute purchasers designated by it, certificates representing the Shares, which certificates shall be duly endorsed in blank or, in lieu thereof, shall have affixed thereto stock powers executed in blank, and in proper form for transfer. The Call Price for the Shares shall be payable to the Put Holder in cash in U.S. dollars by wire transfer of immediately available funds to an account or accounts, as appropriate, designated in writing by the Put Holder to the Call Holder not less than two Business Days prior to the Call Closing. Failure to pay the Call Price pursuant to this Section 5.03 shall be deemed an event of default under this Agreement.
Call Option Closing. 7.1 The Call Option Closing shall take place at the offices of VHC or at the offices of an attorney appointed by VHC and notified to the Debtors, in Athens Greece, starting at 11 a.m. on the Call Option Closing Date, or via fax or electronic mail (if feasible under Applicable Law and agreed between the Parties).
Call Option Closing. If and when Innovex has given the Exercise Notice without rescinding the same in the manner set out in Section 2.3(c), then the closing of the Call Option as contemplated by the Stock Purchase Agreement (the “Call Option Closing”) will be held during normal business hours, at the offices of Innovex’s Thai counsel on the Call Option Closing Date. ARTICLE 4
Call Option Closing. Notwithstanding anything to the contrary contained herein, the closing for the purchase and sale of the Shares subject to a Call Option Notice (each herein referred to as a “Call Option Closing”) shall occur within five business days following the related Call Option Exercise Date (each herein referred to as a “Call Option Closing Date”). At a Call Option Closing, the Company shall deliver the Call Option Price to the Shareholder and the Shareholder shall deliver to the Company the certificate or certificates representing the Shares subject to the Call Option Notice. The Company and the Shareholder shall also execute and deliver to each other the Share Purchase Agreement in the form of Exhibit A and such other documents as the Company shall reasonably determine may be necessary or appropriate to complete the closing of the sale and conveyance of the Shares subject to the Call Option Notice.
