Default Call Option Clause Samples
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Default Call Option. 7.2.1. Upon the occurrence of any Event of Default, the Non-Defaulting Shareholder shall have the right (but not the obligation) to require the Defaulting Shareholder to sell to the Non-Defaulting Shareholder all Shares legally or beneficially owned by the Defaulting Shareholder (this right, the “Default Call Option”).
7.2.2. The Default Call Option shall be exercised as follows:
(a) The Non-Defaulting Shareholder shall, within twenty (20) Business Days from acquiring knowledge of the occurrence of the Event of Default, notify the Defaulting Shareholder by written notice of its intention to exercise the Default Call Option. Said written notice shall include the computation by the Non-Defaulting Shareholder of the Default Call Option Price, which shall be deemed accepted unless disputed by the Defaulting Shareholder within three (3) Business Days from its receipt of said written notice.
(b) The Transfer of Shares from the Defaulting Shareholder to the Non-Defaulting Shareholder shall occur within twenty (20) Business Days from receipt by the Defaulting Shareholder of the notice described in Section 7.2.2(a).
(c) The Default Call Option Price shall be the Deadlock Call Option Exercise Price (provided that, in determining the Exercise Price Determination Date, the same shall be the date indicated in the written notice referred to in Section 7.2.2(a) less the Agreed Discount, where the Agreed Discount is twenty percent (20%). The parties recognize that the Agreed Discount is in the nature of a penalty that the Parties mutually agreed to be reasonable considering, among others, the importance of the covenants and obligations under the Agreement and the impact and severity of any breach thereof.
Default Call Option. In the event that RSI fails to pay the aggregate purchase price for the Class A Units upon the closing date specified in accordance with Section 11(d) other than as a result of an Excused Condition, then in addition to all other rights and remedies available to JAH at law or in equity, JAH shall have the right, but not the obligation, to purchase all, but not less than all of the Class A Units then owned by RSI at an aggregate price equal to 80% of the Fair Market Value of such Units, it being acknowledged and agreed that the amount equal to 20% of such aggregate Fair Market Value shall reduce the amount of damages that JAH would otherwise be entitled to as a result of such default by RSI. Such right of JAH may be exercised on or prior to the date that is 60 days after the date of such default or breach upon notice to such effect by JAH to RSI, which notice shall specify the date for the closing of such purchase and sale of RSI's Class A Units, which date shall not be less than five (5), nor more than 120 days after the date that the aggregate Fair Market Value of RSI's Class A Units is determined in accordance with this Agreement. On the closing date specified in accordance with this Section 11(h), RSI shall deliver to JAH the certificate or certificates, if any, or an assignment of the interest of RSI being purchased by JAH pursuant to this Section 11(h) in form and substance reasonably acceptable to JAH free and clear of any Liens (but such Units shall continue to be subject to the terms and provisions of this Agreement) in exchange for and upon receipt of the aggregate purchase price for such interests.
Default Call Option. 2.3.1 Upon the occurrence of a Default Event, Fairfax India (“Default Option Holder”) shall have the right, but not the obligation, to purchase all or part (at the sole discretion of the Default Option Holder) of the Equity Shares held by the Adi Group (“Default Call Option”) at a price per Equity Share equal to the Default Call Price. Fairfax India may nominate an Affiliate and/or third Person(s), for the purpose of the exercise of the Default Call Option and in such case such Person(s) shall be the Default Option Holder(s).
2.3.2 In the event that the Default Option Holder(s) propose(s) to exercise the Default Call Option, the Default Option Holder(s) shall issue a written notice within a period of 30 (thirty) Business Days of the occurrence of the Default Event or of Fairfax India becoming aware of the occurrence of the Default Event, whichever is later, (the “Default Call Notice”) to the Adi Group, which written notice shall state that the Default Option Holder wishes to purchase the Equity Shares held by the Adi Group and such notice shall state the number of Equity Shares the Default Option Holder wishes to purchase (“Default Call Shares”).
2.3.3 The Default Option Holder shall purchase the Default Call Shares within 30 (thirty) Business Days from the date of the Default Call Notice or such longer period as required for receipt of all consents required by the Default Option Holder for the purchase. At such closing, the Adi Group shall deliver certificates representing the Default Call Shares accompanied by duly executed transfer instructions to the relevant depository participant and upon receipt of the same, the Default Option Holder shall deliver payment in full of the Default Call Consideration. The Default Call Shares shall be free and clear of any Encumbrances and the Adi Group shall so represent and warrant and shall further represent and warrant that they are the beneficial and record owners of their respective Default Call Shares. At such closing, all the parties to the transaction shall execute such additional documents as may be necessary or appropriate to effect the sale of the Default Call Shares to the Default Option Holder.