Exercise of Call Option. In connection with an exercise of the option contained in Condition 6(f) (Optional Early Redemption (Call)) in relation to some only of the Notes, the Notes represented by this Global Registered Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.
Exercise of Call Option. In the event the Company and/or any ----------------------- Class I Stockholder elects not to participate in the purchase of Callable Securities pursuant to the Call Option, all remaining Purchasing Group Stockholders desiring so to participate may do so, pro rata amongst such --- ---- remaining Purchasing Group Stockholders based upon their respective Equity Ownership in the Company, or in any other proportion as they may agree. The closing for all purchases and sales of Callable Securities pursuant to this Section 5 shall be at the principal executive offices of the Company at 10:30 a.m., California time, on the 60th day after the giving of the applicable Purchase Notice. The purchase price for the purchase and sale of Callable Securities shall be paid in cash, by certified or official bank check. The Seller(s) of Callable Securities sold pursuant to this Section 5 shall cause such Securities to be delivered to the Purchasing Group or the Company at the relevant closing free and clear of all liens, charges or encumbrances of any kind. Such Seller(s) shall take all actions as the Purchasing Group or the Company shall request as necessary to vest in the members of the Purchasing Group and/or the Company at such closing such Callable Securities, free and clear of all liens, charges and encumbrances incurred, voluntarily or involuntarily, by or through Seller(s).
Exercise of Call Option. In connection with an exercise of the option contained in Condition 4(c) (Redemption at the option of the Issuer) in relation to some only of the Notes, this Global Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in principal amount, at their discretion).
Exercise of Call Option. The Call Option may be exercised during the Call Option Period with respect to all of the Warrants and the Warrant Shares of the Holders, by the Company giving notice to each Holder during the Call Option Period of the election of the Company to exercise the Call Option, and the date of the Call Option Closing (as defined below), which in all events will be within at least ten (10) days after the date of such notice.
Exercise of Call Option. 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”).
Exercise of Call Option. In connection with an exercise of the option contained in Condition 7(c) (Redemption at the option of the Issuer) in relation to some only of the Notes, the Notes represented by this Rule 144A Global Note Certificate may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions but in accordance with the rules and procedures of DTC (to be reflected in the records of DTC as either a pool factor or a reduction in minimal amount, at its discretion).
Exercise of Call Option. The LLC (by action of the Board) may elect to purchase (and/or elect to give one or more assignees of the LLC the right to elect to purchase) all or any portion of the Executive Securities by delivering written notice (the “Call Notice”) to the holder or holders of such Executive Securities within sixty (60) days after termination of Executive’s employment with the Company Parties. The Call Notice shall set forth the number, type, and class of Executive Securities (including, if applicable, the number of Unvested Securities and/or Vested Securities) to be acquired from each such holder and, in the event that all of the Executive Securities to be repurchased are Unvested Securities, the time and place for the closing of the transaction, which date shall not be more than thirty (30) days nor less than five (5) days after the delivery of such Call Notice; provided that the LLC or any other purchaser may elect to require that such Transfer be consummated effective as of the first day of the next succeeding month. The Executive Securities to be repurchased by the LLC (and/or one or more of its assignees) shall first be satisfied to the extent possible from the Executive Securities held by Executive at the time of delivery of the Call Notice. If the number of Executive Securities then held by Executive is less than the total number of Executive Securities that the LLC (and/or one or more of its assignees) has elected to purchase, the LLC (and/or one or more of its assignees) shall purchase the remaining securities elected to be purchased from the other holder(s) of Executive Securities, pro rata according to the number of Executive Securities held of record by each such other holder at the time of delivery of the Call Notice. The number of Unvested Securities and Vested Securities to be repurchased hereunder shall be deemed to be allocated among Executive and the other holders of repurchased Executive Securities (if any) pro rata according to the number of Executive Securities to be purchased from such persons.
Exercise of Call Option. During the Call Period, the Company may at any time, and from time to time, by giving written notice (the “Notice”) to any person or entity that owns any Option Shares issued upon exercise of the Option (each, a “Holder”), elect to purchase any or all of the Option Shares owned by such Holder, at the purchase price determined in accordance with subsection (a) above, as applicable.
Exercise of Call Option. (a) The Purchaser may exercise any Options issued hereunder at any time on or prior to November 2, 2005, by delivering a written notice to the Company (a "Purchaser's Call Option Notice") requiring the Company to issue and sell (in which event the Purchaser shall purchase) Convertible Notes covered by such Option having the principal amount specified in such notice (but not less than $1,000,000 nor in excess of the maximum amount covered by such Option as specified in the applicable terms) and the Conversion Rate specified in the applicable terms but having the maturity date and in all other respects having the terms set forth in the form attached hereto as Annex I (and with the applicable series designation, principal amount and Conversion Rate inserted therein), at a purchase price of 100% of the principal amount thereof.
Exercise of Call Option. The Call Option maybe exercised in the event the Purchaser notifies the Optionee, in writing that a Reorganization Event is contemplated. The Purchaser may exercise the Call Option by delivery to the Optionee of a written notice of such election (for the purpose of this section 2.1 - an “Option Notice”), by no later than the Expiration Date. The Call Option maybe exercised only once and with respect to the entire amount of the Purchased Shares. The Option Notice shall also set forth the proposed closing date of the Call Option, which shall be more than three business days after the receipt of such notice. Subject to the terms and conditions of this Section 2.1, the Sale of the Purchased Shares shall take place at the Purchase Closing, whereat the Optionee shall sell, transfer and assign to the Purchaser, (or to whom the Purchaser may direct as long as it shall not adversely affect rights of the Optionee), and the Purchaser (or as the Purchaser may direct as long as it shall not adversely affect rights of the Optionee) shall purchase from the Optionee, all right, title and interest in and to the Purchased Shares, free and clear of any pledge, lien, hypothecation, encumbrance, charge, claim or other security interest of any kind or character. The Purchase of the Purchased Shares under the Call Option shall be conditioned upon the consummation of the Reorganization Event. To the extent the consummation of the Reorganization Event does not occur with in 10 business days following the receipt of the Option Notice, the exercise of the Call Option will expire as if it was never made, and the Purchaser may exercise the Call Option again in accordance with the terms of this section 2.1.
