Common use of Call Option Exercise Procedures Clause in Contracts

Call Option Exercise Procedures. (a) If Parent wishes to exercise its right to repurchase Parent’s Common Stock pursuant to Section 2.6(a) or (b), Parent shall deliver to Seller a written notice (the “Purchase Notice”) specifying the number of shares of Parent’s Common Stock for which Parent wishes to exercise that right. The Purchase Notice must be delivered not later than fifteen (15) Business Days after (i) February 28, 2013, in the case of a repurchase under Section 2.6(a), or (ii) June 30, 2014, in the case of a repurchase under Section 2.6(b). (b) Seller shall at the closing of any repurchase consummated pursuant to Section 2.7(a), (i) represent and warrant to Parent that Seller (A) has all the necessary power and authority and has taken all necessary action to sell to Parent the shares of Parent’s Common Stock that Parent is repurchasing and (B) that Seller will transfer those shares of Parent’s Common Stock to Parent free and clear of any and all Liens and free and clear of adverse claims and (ii) deliver to Parent a certificate or certificates representing those shares of Parent’s Common Stock, accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor pursuant to Section 2.6(a) or (b). (c) If Seller wishes to exercise its right to repurchase Green Certificates Rights and Minority Interests pursuant to Section 2.6(c), Seller shall deliver to Parent a written notice (the “Seller Purchase Notice”) specifying the Green Certificates Rights and Minority Interests for which Seller wishes to exercise that right. To the extent that such Green Certificates Rights or Minority Interests are then held by LuxCo or a subsequent transferee, Parent shall cause LuxCo or such subsequent transferee to comply with Seller’s repurchase right. (d) Parent shall, or shall cause LuxCo or any subsequent transferee of Green Certificates Rights or Minority Interests to, at the closing of any repurchase consummated pursuant to Section 2.7(b), (i) represent and warrant to Seller that such Person (A) has all the necessary power and authority and has taken all necessary action to sell to Seller the Green Certificates Rights and Minority Interests that Seller is repurchasing and (B) that such Person will transfer those Green Certificates Rights and Minority Interests to Seller free and clear of any and all Liens, and, in the case of such Minority Interests, free and clear of adverse claims and (ii) deliver to Seller (A) such Person’s written acknowledgement that it has no further rights with respect to those Green Certificates Rights, under the Assignment Deed for those Green Certificates Rights or otherwise and (B) a certificate or certificates representing the Minority Interests, accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor pursuant to Section 2.6(c). (e) The closing of any purchase and sale pursuant to this Section 2.7 shall take place no later than 20 Business Days following receipt by Seller of the Purchase Notice or Parent of the Seller Purchase Notice, as applicable. (f) Parent, Luxco, Seller and Companies shall take all actions as may be reasonably necessary to consummate the sales contemplated by this Section 2.7, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.