Common use of Exercise of Call Option Clause in Contracts

Exercise of Call Option. Purchaser, or any assignee or assignees of Purchaser, may exercise the Call Option with respect to all or a portion of the Milestone Shares by giving notice to the holder of the Milestone Shares during the period of the Call Option in writing. Upon exercise of the Call Option, Purchaser will pay to the holder of the Milestone Shares the Repurchase Price for the Milestone Shares being repurchased. Purchaser may pay the Repurchase Price in two equal quarterly installments, plus interest at an aggregate per annum rate equal to [***], with such interest to accrue daily in arrears beginning on the first day of the calendar quarter following the calendar quarter in which Purchaser exercises the Call Option; provided, however, that in no event shall such interest exceed the Maximum Permitted Rate, provided, however, that Purchaser shall take all such actions as may be necessary, including without limitation, making any applicable governmental filings, to cause the Maximum Permitted Rate to be the highest possible rate. In the event any provision hereof would result in the rate of interest payable hereunder being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Date to the extent permitted by law. Purchaser is entitled to pay for any Milestone Shares purchased pursuant to its Repurchase Option at Purchaser’s option in cash or by offset against any indebtedness owing to Purchaser, or by a combination of both. Upon exercise of the Repurchase Option and payment of the purchase price in any of the ways described above, Purchaser will become the legal and beneficial owner of the Milestone Shares being repurchased and all rights and interest in or related to the Milestone Shares, and Purchaser will have the right to transfer to its own name the Milestone Shares being repurchased by Purchaser, without further action by Purchaser. The certificate(s) representing the Milestone Shares that have been repurchased by Purchaser will be delivered to Purchaser. It is expressly agreed between the parties that money damages are inadequate to compensate Purchaser for the Milestone Shares and that Purchaser will, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Milestone Shares.

Exercise of Call Option. Purchaser(a) The Call Option may be exercised during the Option Period (or subsequent to the Option Period to the extent set forth in the proviso of Section 4.2) at any time within ten business days after receipt by Holding of the last Written Determination required in Section 4.4 (or ten business days after Holding and Carlyle mutually agree upon the Fair Market Value, or any assignee or assignees if applicable) by Holding delivering a written notice of Purchaserexercise ("Exercise Notice") to Carlyle specifying the date, may exercise which date shall be at least five days after the date of the Exercise Notice but no later than 75 days after such date, upon which Holding shall acquire the Call Option with respect to all or a portion of Shares (the Milestone Shares by giving notice to the holder of the Milestone Shares during the period of the Call "Option in writing. Upon exercise of the Call Option, Purchaser will pay to the holder of the Milestone Shares the Repurchase Price for the Milestone Shares being repurchased. Purchaser may pay the Repurchase Price in two equal quarterly installments, plus interest at an aggregate per annum rate equal to [***], with such interest to accrue daily in arrears beginning on the first day of the calendar quarter following the calendar quarter in which Purchaser exercises the Call Option; Closing Date") (provided, however, that in no event shall such interest exceed the Maximum Permitted Rate, provided, however, that Purchaser shall take all such actions as Option Closing Date may be necessaryextended for up to 75 additional days if necessary in order to obtain requisite governmental approvals, including without limitationand if the Option Closing Date is so extended, making any applicable governmental filings, to cause the Maximum Permitted Rate to Option Closing Date shall be the highest possible ratefifth business day following receipt of such requisite governmental approvals). In the event any provision hereof would result in the rate of interest payable hereunder being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Date to the extent permitted by law. Purchaser is entitled to pay for any Milestone Shares purchased pursuant to its Repurchase Option at Purchaser’s option in cash or by offset against any indebtedness owing to Purchaser, or by a combination of both. Upon Such exercise of the Repurchase Call Option may be subject to (i) a financing contingency ("Financing Contingency"), (ii) there having been no material adverse change in the assets, liabilities and payment business of the Company and its Subsidiaries, taken as a whole, subsequent to the Valuation Date (the "Material Adverse Change Contingency") and (iii) to the conditions set forth in Section 4.6(b) below. If the Call Option Shares are not purchased because the Financing Contingency and/or the Material Adverse Change Contingency is not satisfied, the right to exercise the Call Option in future period(s) will not be lost, assuming Holding could otherwise give a Valuation Notice in such future period or periods. If the Call Option Shares are not purchased because any of the conditions in Section 4.6(b) are not met, none of the rights and remedies of any Person will be lost as a result of the purchase price in any of the ways described above, Purchaser will become the legal and beneficial owner of the Milestone Shares being repurchased and all rights and interest in or related to the Milestone Shares, and Purchaser will have the right to transfer to its own name the Milestone Shares being repurchased by Purchaser, without further action by Purchaser. The certificate(s) representing the Milestone Shares that have been repurchased by Purchaser will be delivered to Purchaser. It is expressly agreed between the parties that money damages are inadequate to compensate Purchaser for the Milestone Shares and that Purchaser will, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Milestone Sharesnot occurring.

Exercise of Call Option. PurchaserUnless this Agreement is terminated pursuant to Section 8.1, or any assignee or assignees of Purchaser, may exercise the Call Option may be exercised by Sabratek in its sole discretion at any time after the Effective Date and at or before 5:00 p.m. (Central Time) on July 15, 1999 (the "Call Option Period") by delivery of written notice of exercise to Unitron and the Unitron Representative Shareholders (the "Call Exercise Notice") on any date during the Call Option Period (the "Call Exercise Date"). The form of the Call Exercise Notice shall be as set forth on Schedule 1.2. The Call Exercise Notice shall be irrevocable. Consummation of the purchase and sale of the Unitron Shares and the Unitron Options (the "Closing") shall occur (subject to the following sentence and the terms and conditions of this Agreement) on the date specified by Sabratek in the Call Exercise Notice; provided that the specified Closing Date shall be a date occurring at least 3 business days after the Call Exercise Date but not more than 8 business days after the Call Exercise Date. The "Closing Date" shall be such date as is specified by Sabratek in the Call Exercise Notice, or if later the third business day following the satisfaction or waiver of all conditions to the obligations of the parties to this Agreement to consummate the transactions contemplated hereby (other than conditions with respect to all actions the respective parties will take at the Closing itself) or a portion if later the third business day following the completion of the Milestone Shares by giving notice any arbitration conducted with respect to Section 7.1 or with respect to the holder determination of the Milestone Shares during the period of the Call Option in writing. Upon exercise of the Call Option, Purchaser will pay to the holder of the Milestone Shares the Repurchase Price for the Milestone Shares being repurchased. Purchaser may pay the Repurchase Price in two equal quarterly installments, plus interest at an aggregate per annum rate equal to [***], with such interest to accrue daily in arrears beginning on the first day of the calendar quarter following the calendar quarter in which Purchaser exercises the Call Option; provided, however, that in no event shall such interest exceed the Maximum Permitted Rate, provided, however, that Purchaser shall take all such actions as may be necessary, including without limitation, making any applicable governmental filings, to cause the Maximum Permitted Rate to be the highest possible rate. In the event any provision hereof would result in the rate of interest payable hereunder being in excess of the Maximum Permitted Rate, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to Differential Tax Liability or the applicable Redemption Date to the extent permitted Unitron Cash Asset Sale Tax Liability (as each is hereinafter defined) as contemplated by law. Purchaser is entitled to pay for any Milestone Shares purchased pursuant to its Repurchase Option at Purchaser’s option in cash or by offset against any indebtedness owing to Purchaser, or by a combination of bothSection 3.3. Upon exercise of the Repurchase Option and payment of Closing, the purchase price in any of the ways described above, Purchaser will become the legal and beneficial owner of the Milestone Shares being repurchased and all Unitron Shareholders shall have no further rights and interest in or related with respect to the Milestone Shares, and Purchaser will have the right to transfer to its own name the Milestone Shares being repurchased by Purchaser, without further action by Purchaser. The certificate(s) representing the Milestone Shares that have been repurchased by Purchaser will be delivered to Purchaser. It is expressly agreed between the parties that money damages are inadequate to compensate Purchaser for the Milestone their previously owned Unitron Shares and that Purchaser will, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Milestone SharesUnitron Options.

Exercise of Call Option. PurchaserThe Call Option maybe exercised in the event the Purchaser notifies the Optionee, or any assignee or assignees of Purchaser, 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 all or a portion the entire amount of the Milestone Shares by giving notice to Purchased Shares. The Option Notice shall also set forth the holder of the Milestone Shares during the period of the Call Option in writing. Upon exercise proposed closing date of the Call Option, Purchaser will pay which shall be more than three business days after the receipt of such notice. Subject to the holder terms and conditions of this Section 2.1, the Sale of the Milestone Purchased Shares shall take place at the Repurchase Price for Purchase Closing, whereat the Milestone Shares being repurchased. Optionee shall sell, transfer and assign to the Purchaser, (or to whom the Purchaser may pay the Repurchase Price in two equal quarterly installments, plus interest at an aggregate per annum rate equal to [***], with such interest to accrue daily in arrears beginning on the first day direct as long as it shall not adversely affect rights of the calendar quarter 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 calendar quarter in which Purchaser exercises the Call Option; provided, however, that in no event shall such interest exceed the Maximum Permitted Rate, provided, however, that Purchaser shall take all such actions as may be necessary, including without limitation, making any applicable governmental filings, to cause the Maximum Permitted Rate to be the highest possible rate. In the event any provision hereof would result in the rate of interest payable hereunder being in excess receipt of the Maximum Permitted RateOption Notice, the amount of interest required to be paid hereunder shall automatically be reduced to eliminate such excess provided, however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the applicable Redemption Date to the extent permitted by law. Purchaser is entitled to pay for any Milestone Shares purchased pursuant to its Repurchase Option at Purchaser’s option in cash or by offset against any indebtedness owing to Purchaser, or by a combination of both. Upon exercise of the Repurchase Call Option and payment of the purchase price in any of the ways described above, Purchaser will become the legal and beneficial owner of the Milestone Shares being repurchased and all rights and interest in or related to the Milestone Sharesexpire as if it was never made, and the Purchaser will have may exercise the right to transfer to its own name Call Option again in accordance with the Milestone Shares being repurchased by Purchaser, without further action by Purchaser. The certificate(s) representing the Milestone Shares that have been repurchased by Purchaser will be delivered to Purchaser. It is expressly agreed between the parties that money damages are inadequate to compensate Purchaser for the Milestone Shares and that Purchaser will, upon proper exercise terms of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Milestone Sharesthis section 2.1.