Grant and Exercise of Call Option Clause Samples

The "Grant and Exercise of Call Option" clause establishes the right of one party (typically the buyer) to purchase a specified asset or interest from another party (the seller) under agreed terms. This clause outlines the conditions under which the call option can be exercised, such as timeframes, notice requirements, and the method for determining the purchase price. By clearly defining the process and requirements for exercising the option, this clause provides certainty and flexibility, allowing the option holder to secure the asset if desired while managing risk for both parties.
Grant and Exercise of Call Option. 2.1 The Parties agree that Party A has the exclusive option to purchase at any time all or part of the equities of Party C and/or Party D in Party B according to the provisions of this Agreement. This option may be exercised by Party A or the qualified entity designated by Party A. This option is granted to Party A once this Agreement is signed by the Parties and such granting shall not be revoked within the valid term of this Agreement once it is made. 2.2 The call option shall be exercised only when the following conditions are satisfied: the holding by Party A (or by the qualified entity designated by Party A) of Party B’s equity does not violate applicable Chinese laws and regulations. 2.3 In order to exercise call option, Party A shall give a written notice (“Exercise Notice”) to Party C or Party D, which indicates its intention of exercising call option according to the provisions of this Agreement as well as the quantity of the equity to be purchased. 2.4 Within thirty days after receiving the Exercise Notice, Party C and/or Party D, as the case may be, shall sign with Party A or the qualified entity designated by Party A the equity transfer contract consistent with the Exercise Notice, along with the other documents relating to transfer (collectively “Transfer Documents”). 2.5 To the extent permitted by law, when Party A decides to exercise call option, Party B, Party C and Party D shall unconditionally assist Party A in handling all examination, approval, license, registration and filing procedures necessary for the transfer.
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Grant and Exercise of Call Option. 1.1 股东授予甲方不可撤销的、无条件的、独家购买权，在任何时间内根据中国现行有效的法律、法规和规范性文件（以下简称“中国法律”）的相关规定，购买或授权其指定的第三人购买股东所持有的全部或部分乙方股权，乙方亦同意该等授权。除甲方及其指定第三人外，任何人均无权购买该等股权。如甲方选择购买或授权其指定的第三人购买部分乙方股权，则股东按照其在乙方的持股比例向甲方或其指定的第三人转让股权； 1.1 Shareholders shall grant Party A an irrevocable and unconditional exclusive option to acquire, or designate a third person to acquire, part or all of the equity owned by Shareholders in accordance with valid Chinese laws, and Party B agrees with such authorization. No one has the right to acquire such equity except for Party A and its designated third party. Shareholders in Party B shall transfer the shares to Party A or its designated third party according to their shareholding of Party B if Party A chooses to acquire or authorize its designated third party to acquire a part of Party B’s equity; 1.2 乙方授予甲方不可撤销的、无条件的、独家购买权，在任何时间根据中国法律的相关规定，购买或授权其指定的第三人购买乙方的全部资产或部分资产，股东亦同意该等授权； 1.2 Party B shall grant Party A an irrevocable and unconditional exclusive option to acquire, or authorize its designated third party to acquire, all or part of the assets of Party B at any time in accordance with the relevant provisions of Chinese laws, and the shareholders agree with such authorization;
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Grant and Exercise of Call Option. 1.1 Granting Purchase Option According to the requirements of Chinese laws and the provisions of this Agreement, the parties agree that Party B own the exclusive right to choose at any time to purchase all or part of shares or assets of the Target Company held by Party A through Party B itself or its designated person (herein after referred to as “Purchase Options”) The purchase options may be exercised by Party B or the person designated by Party B which is irrevocable during the term of this Agreement. Party A agrees that any third party except for Party B shall not own purchase options to the shares or assets of the Target Company or other rights related to the Target Company. 1.2 Exercise of Option Based on the requirements of Chinese law, Party B or its nominated person may send a written notice to Party A and/or the Target Company (as the case may be) (hereinafter referred to as the “Notice of Exercise”) and specify that it will purchase the shares or the shares of the assets purchased from the Target Company (hereinafter referred to as the “Purchased Shares/Assets”) and the way of purchase, the purchase options are excised. Party B or its designee may independently decide when, how and how often to exercise the option.
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Grant and Exercise of Call Option. 2.1 The Parties agree that Party A has the exclusive option to purchase at any time all or part of Party C’s equity interest in Party B according to this Agreement. This option may be exercised by Party A or the qualified entity designated by Party A. This option is granted to Party A once this Agreement is signed by all Parties and such grant is irrevocable during the valid term of this Agreement. 2.2 The call option shall be exercised only when the following conditions are satisfied: Party A’s, or qualified entity designated by Party A’s equity ownership in Party B does not violate applicable PRC laws and regulations. 2.3 In order to exercise the call option, Party A shall give a written notice (“Exercise Notice”) to Party C, which shall indicate Party A’s intention to exercise call option according to the provisions of this Agreement and the quantity of the equity to be purchased. 2.4 Within thirty days after receiving the Exercise Notice, Party C, as the case may be, shall enter into equity transfer contract, consistent with the Exercise Notice, along with the other documents relating to the transfer (collectively “Transfer Documents”), with Party A or the qualified entity designated by Party A. 2.5 To the extent permitted by law, when Party A decides to exercise the call option, Party B and Party C shall unconditionally assist Party A for all examination, approval, license, registration and filing procedures necessary for the transfer.
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Grant and Exercise of Call Option. The Parties agree that the Shareholders exclusively ▇▇▇▇▇ ▇▇▇▇ hereby irrevocably and without any additional conditions with a Call Option, under which ▇▇▇▇ shall have the right to require the Shareholders to transfer the Option Equity to ▇▇▇▇ or its designated entity or individual in such method as set out herein and as permitted by PRC Law. ▇▇▇▇ also agrees to accept such Call Option. In case of ▇▇▇▇ exercising the call option in its sole discretion upon the occurrence of the situation in which such call option exercise become feasible under the relevant laws in PRC, any additional consideration paid other than the $1.00 which may be required under the laws of China to effect such purchase to comply with such legal formalities shall be either cancelled or returned to ▇▇▇▇ immediately with no additional compensation to SHESAYS and Shareholders. SHESAYS and Shareholders hereby acknowledge the purpose of such provisions and hereby agrees and authorizes the company to take any and all actions to effect such transaction and agrees irrevocably to execute any and all documents and instruments and authorize the company's relevant officers to sign on his or her behalf and hereby gives the company and any of its relevant officers a proxy to execute and deliver such documents and instruments to effect the purpose of this provision and hereby waives any defense or claim of causes of action to challenge or defeat this provision.
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Grant and Exercise of Call Option 
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Related to Grant and Exercise of Call Option

  • Grant and Exercise of Option Provided that (i) no Default has occurred and is then continuing (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of the Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the "Extension Term(s)"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise each option by delivering to Landlord, no later than twelve (12) months prior to the expiration of the preceding term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to timely exercise such option shall be deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than one hundred eighty (180) days prior to the commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant exercises its option to extend in accordance with the terms hereof, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

  • 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.

  • Term and Exercise of Option a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver written notice to the Company at its principal office within the option period, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • Exercise of the Option Each Research Organisation receiving a substantial contribution as referred to under Section 8.5 shall promptly disclose in confidence to the Project Coordinator any Foreground conceived by it in connection with its Activities under the Project. The Project Coordinator shall notify the Industrial Partner(s) with an Option on the Foreground conceived. The Industrial Partner(s) may exercise the Option at any time until the earlier of (i) [1 (one) month] after the date of disclosure by the Project Coordinator or (ii) the completion of the Project, after which period the Option will lapse. An Option may be exercised on one or more occasions in respect of the Foreground that is subject to a separate Option. The Option shall be deemed to be declined in respect of the Industrial Partner that has not informed the Research Organisation owning (part of) such Foreground within the aforesaid term. If the Option is exercised, the Industrial Partner(s) and Research Organisation shall negotiate in good faith for a period of up to 90 (ninety) calendar days, or such longer period as may be agreed upon between the Participants, all necessary commercial arrangements taking into account the stage of development and the relative contribution of the Research Organisation to the Foreground and subject to the minimum conditions set out in Section 8.7. If the Participants fail to reach agreement, the Option shall lapse, and the Research Organisation shall be free to exploit the Foreground. Minimum conditions. Any transfer or license agreement as referred to in Section 8.5 shall at a minimum contain the following conditions: the Industrial Partner(s) shall pay the Research Organisation a fair and reasonable market price in respect of access to or assignment of ownership of the (joint) Foreground. The Industrial Partner(s) is entitled to deduct an amount from the fair market price equal to the value of its contribution under the Project as set out in the Budget; in the case of a license, an anti-shelving clause for the Industrial Partner (i.e. use of commercially reasonable efforts to effectively commercialise or apply the Foreground); a non-exclusive license for the Research Organisation for the use of the Foreground for academic research and teaching purposes; an indemnification obligation by the Industrial Partner to the Research Organisation against any third Participant claims for damages resulting from the use of the Foreground; a warranty from the Industrial Partner(s) to respect the Access Rights of the other Participants granted under this Consortium Agreement with respect to the Foreground pursuant to Section 9.3, including a warranty that these Access Rights will not be affected by a subsequent transfer or license of the Foreground.