The Call Option. Anytime during the validity of this Warrant, the Company shall have the right, but not the obligation, to repurchase from the Holder up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.
The Call Option. Upon the termination of Executive’s employment with the Company Parties, the Executive Securities (whether Vested Securities or Unvested Securities and whether held by Executive or by one or more of Executive’s Transferees) will be subject to repurchase by the LLC (or one or more of its assignees at the election of the LLC) at the option of the LLC pursuant to the terms and conditions set forth in this Section 3 (the “Call Option”).
The Call Option. The Call Option and exercise period
The Call Option. The Call Option lapses if:
(a) it is not validly exercised by the end of the Call Option Period; or
(b) the Optionholder terminates this agreement.
The Call Option. Seller and Suri each hereby grants to Purchaser the right at any time during the thirty-one (31) day period commencing on January 1, 1999 and ending at the end of January 31, 1999 (the "Option Period") to purchase from Seller and Suri and take possession of all good and marketable title, including without limitation all of Seller's right, title, and interest, free and clear from all liens and encumbrances of whatever kind and nature, in and to the following assets (collectively, the "Option Assets") used or useful in the operation of the Business and the Option Covenants Not to Compete/ Confidentiality and each of Seller and Suri shall be bound to sell, transfer, assign, convey and deliver the same to Purchaser (the "Call Option").
(a) INTANGIBLE/GOODWILL. Subject to the proviso in subsection 15(c), all of the intangible assets and intellectual property used or useful in the Business including, without limitation, (i) all trade secrets, proprietary or other trade rights of Seller pertaining to the operation of the Business; (ii) all customer lists, and (iii) all of the goodwill of Seller in the Business (the "Intangibles/Goodwill").
(b) OPTION COVENANTS NOT TO COMPETE/CONFIDENTIALITY. An agreement by each of Seller and Suri to not compete with Purchaser and keep confidential certain proprietary information sold by Seller to Purchaser hereunder, all upon such terms and conditions set forth in Section 15 hereof (the "Option Covenants Not to Compete/ Confidentiality").
The Call Option. The Company and the Shareholders --------------- do hereby agree that from the date hereof through the Option Date, the Company, subject to the terms and conditions hereinafter set forth, shall have the right, but not the obligation, to purchase, all of the Option Shares, in whole, or if in part, pro rata among the Shareholders (the "Call Option"), at the purchase price set forth below (the Option Shares to be so purchased by the Company being referred to in this Section 2 as the "Call Shares"). In the event the Put Option is deferred under Section 1(d) above, the Company shall have the Call Option through the Deferred Option Date subject to the terms of this Section 2.
The Call Option. (a) The Call Option. GTS and its successors and assigns shall have an irrevocable option to purchase such number of Warrants as set forth below from the holders thereof (the "Call Option") at a price of [$___] per Warrant (the "Purchase Price"), payable by wire transfer in same day funds.
The Call Option. (a) shall be capable of being exercised at any time during the Call Option Period;
(b) shall be exercised by way of the Purchaser giving written notice to that effect to the Seller by delivering to it a signed and dated option exercise notice to that effect.
The Call Option. 1.1. Each Selling Shareholder and Madocks hereby grant to the Buyer, subject to the terms and conditions of this Agreement, an irrevocable option, but not the obligation, to purchase all, but not less than all, of the Option Shares listed on Exhibit A hereto as owned by such Selling Shareholder and Madocks (the "Call Option"), exercisable at the sole discretion of the Buyer at a single time at anytime from and after the fourth anniversary from the date hereof (the "Call Exercise Period").
1.2. The Buyer may exercise the Call Option by giving written notice of such election to the Selling Shareholders in accordance with paragraph 7 hereby (the "Call Exercise Notice").
1.3. The closing of the Option Shares purchased pursuant to exercise of the Call Option shall take place no later than ten (10) days after receipt by the Selling Shareholders and Madocks of the Call Exercise Notice (the "Option Closing Date").
1.4. The purchase price for the Option Shares purchased pursuant to the exercise of the Call Option shall be $2,000,000 payable $1,371,588 to Xxxx, $589,223 to Xxxxxxxx, and $39,189 to Madocks. The aggregate purchase price for the Option Shares subject to the Call Option is hereinafter referred to as the "Call Purchase Price."
1.5. Each certificate representing the Option Shares shall have stamped, printed or typed thereon, the following legend: "The sale, assignment, transfer, pledge or hypothecation of the Shares represented by this certificate is subject to a Put and Call Option Agreement dated as of the 15th day of February, 1996 by and among PRESSTEK, INC., XXXXX X. XXXX, XXXX X. XXXXXXXX, XXXX X. XXXXXXX and XXXXXXXX COATINGS, INC., an executed copy of which is on file at the office of Catalina Coatings, Inc."
The Call Option. 2.1. Subject to the terms and conditions of this Family Call Option Agreement, the Grantors hereby jointly grant to Casino an option to purchase (the “Call Option”) Two Billion and Eight Hundred Million (2,800,000,000) shares of CBD’s issued and outstanding Common Shares being One Billion, Three Hundred and Ninety-Two Million, Eighty-Seven Thousand and One Hundred and Twenty-Nine (1,392,087,129) Common Shares owned by Península and One Billion, Four Hundred and Seven Million, Nine Hundred and Twelve Thousand and Eight Hundred and Seventy-One (1,407,912,871) Common Shares owned by Rio Soe (hereinafter collectively referred to as the “Shares Subject to the Call Option”). Upon the exercise of the Call Option by Casino, the Grantors undertake to sell the Shares Subject to the Call Option under the terms and conditions of this Family Call Option Agreement.
2.1.1. The Price for the Shares Subject to the Call Option shall be Seventy-Eight Million and Four Hundred Thousand U.S. Dollars (US$ 78,400,000), meaning Twenty-Eight U.S. Dollars (US$ 28.00) per thousand Common Shares (the “Price for the Shares Subject to the Call Option”).
2.2. Casino shall be entitled to exercise the Call Option at any time on or before the last day of the third (3rd) year after the date hereof, i.e. June 21, 2008, hereinafter referred to as the “Period for the Exercise of the Call Option”. The Call Option shall expire at 6:00 pm, São Paulo time, on June 21, 2008 (the “Expiration Date for the Exercise of the Call Option”). Should the Expiration Date for the Exercise of the Call Option not be a Business Day in São Paulo, then the Call Option shall expire at 6:00 pm, São Paulo time, on the Business Day immediately following the Expiration Date for the Exercise of the Call Option.
2.3. Should Casino decide to exercise the Call Option during the Period for the Exercise of the Call Option, Casino shall deliver a 45-day prior written notice to the Grantors (the “Call Option Notice”). The Call Option Notice shall be sent by facsimile transmission, confirmed by mail and addressed to the Representative of the Grantors. In view of the foregoing, the Parties hereby understand and agree that the effective sale and purchase, as well as the transfer to Casino of the Shares Subject to the Call Option may take place after the Expiration Date for the Exercise of the Call Option.
2.4. The date for the sale and purchase and transfer of the Shares Subject to the Call Option shall be the Business Day immediat...