Common use of Exercise of the Call Option Clause in Contracts

Exercise of the Call Option. (a) The Call Option may be exercised in the manner described herein in whole or from time to time in part at any time during the Call Option Exercise Period; provided that for so long as the Holder is Fiat or an Affiliate of Fiat and the Call Option has not been assigned or transferred to another Holder that is not an Affiliate of Fiat, such exercise shall be subject to the condition set forth in Section 2.2(b). (b) Until the US Treasury Loan has been repaid in full, the Call Option may be exercised only in part and only to the extent that Fiat and its Affiliates would not be the owner of more than 49.9% of the outstanding Company LLC Interests immediately following exercise thereof. (c) Unless an IPO has been completed, prior to any exercise of the Call Option pursuant to Section 2.2(d), the Holder shall give notice to the VEBA and to the US Treasury of its intention to exercise the Call Option (a “Notice of Intent”) in the manner prescribed in Section 5.5. The Notice of Intent shall set forth the number of Covered Interests that the Holder intends to purchase pursuant to such exercise of the Call Option. Within twenty (20) Business Days after the date of any Notice of Intent, the Holder shall (i) provide to the VEBA and the US Treasury a statement setting forth in reasonable detail the calculation of the Pre-IPO Call Option Exercise Price and (ii) procure that the Investment Bank provide the Holder and the US Treasury with an appraisal of the Contingent Value Rights