Exercise of Tag Along Option Sample Clauses

Exercise of Tag Along Option. (a) A Tag Along Option may be exercised by notice (Exercise Notice) to the Seller given within the Exercise Period. (b) If a Shareholder exercises its Tag Along Option, the Seller must not Dispose of any Securities to the purchaser unless the purchaser, at the same time, buys the Securities specified in the Exercise Notice at the same price per Security and otherwise on the same terms. (c) If the Tag Along Option is not exercised within the period specified in the Tag Along Notice, it will be deemed to have lapsed at midnight on the last day of the Exercise Period.
View SourceView Similar (3)
Exercise of Tag Along Option. (a) A Tag Along Option may be exercised by Champion Regal by notice in writing to Valspar, given within the period stated in the Tag Along Invitation. (b) If Champion Regal exercises its Tag Along Option, then Valspar must not sell its Shares to the Third Party Purchaser unless the Third Party Purchaser, at the same time, buys the Corresponding Proportion at the same price, and on the same terms.
View SourceView Similar (2)
Exercise of Tag Along Option. (a) The Continuing Shareholder may, during the Tag Along Option Period, serve a written notice (Tag Along Response Notice) on: (i) the Selling Shareholder; and (ii) the Company, specifying that the Selling Shareholder must use its reasonable endeavours to cause the Third Party Buyer to purchase the same proportion of the Continuing Shareholder’s Shares on no less favourable terms than those set out in the Tag Along Notice of Sale issued under clause 24.1(a). (b) The Tag Along Response Notice is irrevocable. (c) If the Continuing Shareholder does not give a Tag Along Response Notice within the Tag Along Option Period, then the Selling Shareholder may, upon written notice to the Company and the Continuing Shareholder, and at its discretion, at any time within 30 days after the Tag Along Option Period sell the Sale Shares at the Tagged Share Sale Price, to the Third Party Buyer. (d) If the Continuing Shareholder has given a Tag Along Response Notice, the Selling Shareholder must not transfer any Sale Shares to the Third Party Buyer unless the Third Party Buyer also acquires the same proportion of Shares held by the Continuing Shareholder on the same terms and conditions and at not less than the Tagged Share Sale Price. (e) Following receipt of the Tag Along Response Notice, the Selling Shareholder must, as part of the sale of the Sale Shares, use its best endeavours to procure that the Third Party Buyer also purchases all of the Continuing Shareholder’s Shares on terms that comply with clause 24.2(d) and clause 24.2(g). (f) If the Continuing Shareholder has given a Tag Along Response Notice and, despite the Selling Shareholder’s reasonable endeavours, the Third Party Buyer refuses to purchase all of the Continuing Shareholder’s Shares, then the Selling Shareholder must not transfer any Sale Shares to the Third Party Buyer and the Tag Along Response Notice lapses. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Joint Venture and Shareholders Agreement 58 (g) The sale of the Continuing Shareholder’s Shares to the Third Party Buyer under this clause 24 must be for the same sale price per Share and otherwise be on the same terms (including covenants, representations, warranties and indemnities) and conditions as those applicable to the sale by the Selling Shareholder of the Sale Shares to the Third Party Buyer except as otherwise necessary to: (i) ensure that the rights and liabilities of the Selling Shareholder and the Continuing Shareholder are several and pro rata; and (ii) reflect the identi...
View Source
Exercise of Tag Along Option. Upon the exercise of the Tag Along Option in accordance with this clause 11, the Vendor is bound to take all reasonable steps (including without limitation conditioning completion of sale of its own Shares to the Third Party) to cause the Put Shares to be purchased by the Third Party or its nominees for the relevant price and terms and otherwise in accordance with this clause 11.
View Source
Exercise of Tag Along Option. (a) A Tag Along Option may be exercised by notice in writing to the selling Shareholder(s), given within the period stated in the Invitation to Tag Along. (b) If a Tag Along Shareholder exercises its Tag Along Option, then the selling Shareholder(s) must not sell their Shares to the Offeror unless the Offeror, at the same time, buys the relevant number of Shares directed by each Tag Along Shareholder at the same price, and on the same terms. (c) For the avoidance of doubt, a Tag Along Option may not be exercised if a Drag Along Notice has been given pursuant to clause 10.12.
View Source
Exercise of Tag Along Option 
View SourceView Similar (2)

Related to Exercise of Tag Along Option

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • 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.

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(g) (Redemption at the option of Noteholders), or such other period as may be specified in the relevant Final Terms applicable to the Notes, for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes, such Definitive Notes in accordance with Condition 9(g) (Redemption at the option of Noteholders), such Paying Agent shall notify the Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note becomes immediately due and payable or upon due presentation of such Definitive Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note.