Exclusive Call Option Clause Samples

An Exclusive Call Option clause grants one party the sole right, but not the obligation, to purchase a specific asset or interest within a defined period and under agreed terms. This means that during the option period, the seller cannot offer the asset to any other potential buyers, ensuring exclusivity for the option holder. The clause is commonly used in transactions involving shares, real estate, or intellectual property, where the buyer may need time to conduct due diligence before committing to the purchase. Its core function is to secure the buyer's opportunity to acquire the asset while preventing competing offers, thereby providing certainty and negotiating leverage to the option holder.
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Exclusive Call Option. 1.1 From the date of signing this Agreement, Party A shall be entitled at any time under the following circumstances to request Party B (subject to the specific requirements of Party A) to transfer all or part of 100% equity of Party C held by Party B (hereinafter referred to as the “subject equity”) in accordance with the consideration as stipulated in Article 3 of this Agreement. Party B shall transfer the subject equity to Party A or a third party designated by Party A at Party A’s request and complete the corresponding change of industrial and commercial registration: (1) Where the PRC laws and regulations permit Party A or a third party designated by Party A to hold all or part of the subject equity; or (2) Any other circumstances that Party A deems appropriate or necessary as far as legally permissible under the PRC laws and regulations. Party A’s call options under this Agreement are exclusive, unconditional and irrevocable. 1.2 All parties agree to be bound by the terms and conditions of this Agreement and Party A shall be entitled, at its own discretion, to exercise all or part of the exclusive call options and acquire all or part of the subject equity without violating the then PRC laws. All parties further agree that Party A shall not be subject to any restriction on the time, method, quantity and frequency of exercising the exclusive call options as stipulated in this Agreement. 1.3 Subject to the terms and conditions of this Agreement, all parties agree that Party A may designate any third party to exercise its exclusive call option to purchase all or part of the subject equity without violating the then PRC laws. Unless expressly prohibited by PRC laws, Party B shall not refuse to transfer all or part of the subject equity to the designated third party. 1.4 Party B shall not transfer the subject equity to any third party without the prior written consent of Party A before transferring all the subject equity to Party A or a third party designated by Party A in accordance with the provisions of this Agreement, i.e. before Party B no longer holds any equity in Party C. Except for the Equity Pledge Agreement separately signed by Party A and Party B, Party B shall not pledge the subject equity to any third party or impose any encumbrance on the subject equity. 1.5 Party B agrees that before transferring the subject equity to Party A by Party B, where Party B obtains dividends, bonuses or any assets distributed from Party C, subject to the complian...
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Exclusive Call Option. 1.1 Rights Granted Party B hereby exclusively, irrevocably and unconditionally grants Party A an exclusive call option (the “Equity Interest Call Option”) to purchase from Party B, or designate one or more persons (each, a “Party A’s Designee”) to purchase the equity interests (the “Underlying Equity Interest”) in Party C then held by Party B in part or whole at Party A’s sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.3 herein. Party A shall have the right to determine any Party A’s Designee to accept and acquire all or part of the Underlying Equity Interest and Party B shall not deny and shall, as required by Party A, transfer the Underlying Equity Interest on part or in whole to Party A’s Designee. Except for Party A and Party A’s Designee, no other third person shall be entitled to the Equity Interest Call Option. Party C hereby agrees to the grant by Party B of the Equity Interest Call Option to Party A. The term “Person” referred to in this Section and this Agreement shall mean individuals, corporations, joint ventures, partnerships, enterprises, trusts, or other non-corporate organizations.
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Exclusive Call Option. This Call Option grants ISC the --------------------- sole right during the Option Period to acquire the Assets. ISC shall not exercise the Option in respect of all or any material part of the Assets if such exercise will leave the AUCS Entities unable to perform in all material respects their obligations under any agreement between AUCS and any third party unless reasonably satisfactory arrangements were put in place by the Parties to enable AUCS Entities to fulfill such contractual objectives.
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Exclusive Call Option. 1. Grant of rights Party D’s Shareholders hereby irrevocably grant an exclusive right to Party A, under which, since the entry into force of the Agreement, to the extent permitted by Chinese laws, Party A or a third party designated by Party A can at any time purchase from Party D’s Shareholders all or part of shares they hold at RMB 1 or the minimum price upon exercise when Chinese laws and regulations permit. Party D hereby agrees that Party D’s Shareholders grant an exclusive call option to Party A. Aforesaid call option will take effect and be granted to Party A after the Agreement is signed by the parties and once granted, the grant may not be revoked or changed within the term hereof (including any extension according to paragraph 2 of this article).
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Exclusive Call Option. (1) Grant of Call Option: Party B hereby irrevocably grants to Party A or its designated third party with a call option, under which Party A or its designated third party may at any time purchase directly or indirectly all or part of Party B’s equity interest in Party C, if permitted under the laws and regulations of China. No person other than Party A or any third party designated by Party A, shall have the right to purchase such equity interest. Party C agrees to the grant by Party B of such call option to Party A. For the purpose of this Agreement, a “third party” or a “person” may be a natural person, company, partnership, enterprise, trust or other unincorporated entity.
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Exclusive Call Option 
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Related to Exclusive Call Option

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following: (a) The Company shall exercise the Warrant Call by giving to each Warrant Holder a written notice of call (the "Call Notice") during the period in which the Warrant Call may be exercised. (b) The Company's right to exercise the Warrant Call shall commence with the actual effective date of the registration statement described in Section 10.1(iv) of the Subscription Agreement and thereafter, shall be coterminous with the exercise period of the Warrants for a maximum of 50% of the Common Stock issuable upon the exercise of this Warrant (the "Warrant Shares"), provided, that the registration statement is effective at the date the Call Notice is given and through the period ending 14 business days thereafter. In no event may the Company exercise the Warrant Call at any time unless the Warrant Shares to be delivered upon exercise of the Warrant, will be upon delivery, immediately resalable, without restrictive legend and upon such resale freely transferable on the transfer books of the Company. (c) Unless otherwise agreed to by the Warrant Holder, the Call Notices must be given to all Warrant Holders who receive Warrants similar to this Warrant (in terms of exercise price and otherwise) on or about the same issue date as this Warrant in proportion to the amounts of Common Stock which can be purchased by the respective Warrant Holders in accordance with the respective Warrant held by each. (d) The Company may give a Call Notice in connection with up to 50% of the Common Stock issuable upon exercise of this Warrant provided the closing bid price of the Common Stock as reported by the Principal Market as defined in the Subscription Agreement, for each trading day during the thirty days prior to the giving of the Call Notice ("Lookback Period") is 200% of the Purchase Price and the average daily trading volume of the Common Stock during the Lookback Period is not less than 100,000 Common Shares. Subject to the other limitations set forth herein, the maximum amount of Warrant Shares for which Call Notices may be given during any thirty day period shall be equal to 10% of the aggregate reported trading volume of the Common Stock during the Lookback Period. (e) The respective Warrant Holders shall exercise their Warrant rights and purchase the appropriate Warrant Shares and pay for same within 14 business days of the date of the Call Notice. If the Warrant Holder fails to timely pay the funds required by the Warrant Call, the Company may elect to cancel a corresponding amount of this Warrant. (f) The Company may not exercise the right to Call this Warrant or any part of it after the occurrence of a Non-Registration Event, as defined in the Subscription Agreement, unless same were subject to cure and cured during the stated cure period.

  • Exclusive Right Recognizing that the Union is required by the provisions of the State of Minnesota Labor Relations Act to be the sole bargaining representative of all the employees within the coverage of this Agreement, without regard to membership in the Union, the District hereby agrees that it will not recognize nor negotiate with any other person, association group, committee or entity other than the Union with respect to such matters and will deal solely through the agency of and with the Union.

  • Exclusive Rights Enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or technology;

  • Non-Exclusive Right In the event this Agreement is terminated or upon written notice from Western at any time, the Corporation hereby agrees that it will eliminate from the Fund's name any reference to the name of "Western." The Corporation, on behalf of the Fund, shall have the non-exclusive use of the name "Western" in whole or in part only so long as this Agreement is effective or until such notice is given.

  • 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”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.