Exit Call Option definition
Examples of Exit Call Option in a sentence
Investor shall only be entitled to exercise the Exit Call Option between October 1, 2018 and October 31, 2018 and, in such event, the Exit Call Option may be exercised by means of the delivery of a written notice to the Majority Block Shareholders pursuant to Section 13.4 below.
If the Exit Put Option or the Exit Call Option is not exercised within the terms set forth herein, then such Exit Put Option and such Exit Call Option shall be automatically revoked and canceled.
Such due diligence shall not be considered as a condition precedent for the transfer of shares under the Exit Put Option or Exit Call Option and the payment of the preliminary Exit Option Price set forth in the Preliminary Calculation and/or the Final Exit Option Price.
Upon the exercise of the Exit Put Option or the exercise of the Exit Call Option, as the case may be, the Investor (or its relevant Affiliate) shall also acquire all of the remaining shares held by all Selling Shareholders in exchange for a price per share equivalent to the Final Exit Option Price per share, pursuant to the irrevocable commitment to be executed by all Selling Shareholders on the Closing Date in the form of Exhibit L.
To the extent permitted by Applicable Law, the Parties agree to consider whether the Majority Block Shareholders can sell their shares indirectly through newly incorporated companies, provided that if the Parties cannot agree to the sale in the manner proposed by the Majority Block Shareholders, the Exit Put Option or the Exit Call Option shall be completed directly through the acquisition of the totality of the equity interest of the Majority Block Shareholders.
As from the effective transfer of the shares of the Company to the Investor pursuant to the Exit Put Option or the Exit Call Option, as the case may be, the Majority Block Shareholders shall not, and shall procure that none of their respective Affiliates shall, for a period of five (5) years following the date of the effective transfer of shares, directly or indirectly, engage in any business competing with the PDQ Business.
After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, the Selling Shareholders may opt to conduct and control all Third-Party Claims recorded in the Memorandum Account until such date.
After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, the Investor Indemnified Parties shall only be entitled to indemnification for the amount of their aggregate Indemnifiable Losses which exceeds the Deductible and the Second Deductible, and up to the limit of the Escrow Amount.
If the Exit Closing has not occurred on the Exit Closing Date (i) as a result of the conditions set forth in Section 9.1.2 above, except for condition set forth in item (g) therein, or (ii) because the shares are not clear of Liens, the Exit Put Option and the Exit Call Option shall be automatically revoked and canceled.
Upon the exercise of the Exit Put Option or the Exit Call Option, as applicable, the Company, the Selling Shareholders and the Investor (and its relevant Affiliate, if applicable) shall submit, within the subsequent fifteen (15) Business Days, the potential transfer of shares of the Company to the approval of the Conselho Administrativo de Defesa Econômica – ▇▇▇▇, as it may be required under Applicable Law.