Examples of TI Shares in a sentence
Immediately upon receipt of the Call Option notice (i) the TI Shares shall be deposited in escrow with a fiduciary company or otherwise, in any case to secure the delivery of the TI Shares, and (ii) subject to deposit in escrow of the full TI Purchase Price, the voting rights thereon shall be exercised in accordance with TE instructions, to the extent permitted by law.
The minimum conversion price has been fixed at EUR 0,6801 (equal to VWAP of the TI Shares between the open and close of Borsa Italiana on Friday 8 November 2013), the maximum conversion price at EUR 0,8331 (equal to 122,5% of the minimum conversion price).
Accordingly, TE, Telco and O hereby acknowledge and agree that the Call Option on TI Shares shall be deemed to be onerous and not gratuitous.
In this event there will be no breach of the Negative Pledge in respect of the TI Shares, TI Convertible Bonds and/or TI Warrants so utilised.
Subject to the exercise of the Call Option, the purchase price to be paid upon TI Closing (as defined below) by TE to Telco or O, as the case may be, as consideration for the TI Shares in the event of any transaction which involves a cash purchase price, shall be equal to the price indicated in the Relevant Telco/O’s Board of Directors Resolution (the “TI Purchase Price”).
In connection with the foregoing, the undersigned investor is being asked to complete the attached questionnaire and certification to confirm it is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) for purposes of determining whether the undersigned is eligible to receive TI Shares.
Any deferred payment obligations related to the equity derivatives on TI Shares calculated by Caboto on the basis of a price per TI Share equal to Euro 2.268, as resulting from the reference price (PREZZO DI RIFERIMENTO) as of 27 April 2007, applying the same criteria utilized for the purpose of the calculation made as of 31 December 2006.
The consideration to be paid by the Purchaser in aggregate to the Sellers for the sale and purchase of the Company Shares shall be calculated multiplying the No. 2,407,345,359 TI Shares by EURO 2.82 per share less the Total Net Debt at Closing (the "CONSIDERATION").
All actions required to be taken at Closing (except for the transfer of the TI Shares) shall be deemed to occur simultaneously.
TI shall have the irrevocable and exclusive option, but not the obligation (the "Option"), to purchase all, but not less than all, of the TI Shares at the Closing referred to in Section 10.3 and for the purchase price and on the terms set forth in Section 10.4. The Option shall be exercised by TI by notifying IDT by telephone or in writing on the date of the Offer one hour prior to the market closing as to whether TI accepts or declines the Offer.