Common use of Exercise Mechanics Clause in Contracts

Exercise Mechanics. (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Effective Period by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 28, 2005, the Issuer may only exercise the Call Option in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 days of the date of this Agreement and (ii) the exercise of the Call Option or the October 23rd Call Option during the period beginning on September 29, 2005 and ending on October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 100% of the remaining Option Shares.

Appears in 2 contracts

Samples: Call Option Agreement (Diageo PLC), Call Option Agreement (General Mills Inc)

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Exercise Mechanics. (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the First Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the First Effective Period and may exercise the Second Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Second Effective Period, by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 2829, 2005, the Issuer may only exercise the Call Option Options in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 30 days of the date of this Agreement and (ii) the exercise of either of the Call Option or the October 23rd Call Option Options during the period beginning on September 29, 2005 and ending on to October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option Options prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with Exhibit (f) EXECUTION COPY respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 10025% of the remaining Option Shares, or in the case of Option Shares delivered pursuant to the final Call Notice, all remaining Option Shares.

Appears in 1 contract

Samples: Call Option Agreement (Diageo PLC)

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Exercise Mechanics. (a) Subject to Section 2.2(a) hereof, the Issuer may exercise the First Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the First Effective Period and may exercise the Second Call Option, in whole or in part (subject to the mandatory exercise requirement during the period beginning September 29, 2005 and ending on October 28, 2005 described below), on any Business Day within the Second Effective Period, by giving three Business Days' prior written notice (a "Call Notice") of exercise in the form of Schedule A to this Agreement, which Call Notice shall be irrevocable and in accordance with the requirements of Section 3.1 hereof, provided, however that (i) prior to September 2829, 2005, the Issuer may only exercise the Call Option Options in respect of a current obligation to issue Ordinary Shares pursuant to the conversion of convertible debt securities issued by the Issuer within 24 30 days of the date of this Agreement and (ii) the exercise of either of the Call Option or the October 23rd Call Option Options during the period beginning on September 29, 2005 and ending on to October 28, 2005 shall obligate the Issuer to purchase all Option Shares not previously purchased. Each Call Notice will specify a date for settlement (a "Settlement Date") which shall be three Business Days after the date of the Call Notice, and the number of Option Shares to be delivered on such Settlement Date; provided however, (i) there shall be no more than one Settlement Date in any 30 day period in respect of exercises of the Call Option and the October 23rd Call Option Options prior to September 29, 2005 and (ii) the minimum number of Option Shares to be delivered with EXECUTION COPY respect to a Call Notice exercised during the period beginning September 29, 2005 shall be for 10025% of the remaining Option Shares, or in the case of Option Shares delivered pursuant to the final Call Notice, all remaining Option Shares.

Appears in 1 contract

Samples: Call Option Agreement (General Mills Inc)

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