Grant of the Call Option Sample Clauses

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Grant of the Call Option. 1.1. The Existing Shareholders hereby individually and jointly agree to irrevocably grant to the WFOE an exclusive Call Option without any additional conditions. In accordance with the such Call Option, the WFOE has the right, to the extent permitted by the PRC laws, to require the Existing Shareholders transfer the Call Option to the WFOE or any other entity or person designated by the WFOE according to the terms and conditions stipulated in this Agreement. The WFOE also agrees to accept the Call Option. The Existing Shareholders shall unconditionally give up all the priority rights under the PRC laws and the Company’s articles of association in the exercise of the right to purchase shares in the WFOE and (or) its designated person, and give all the necessary cooperation to the implementation of the call option. No third person other than the WFOE and its designated person shall enjoy the call option. 1.2. The Existing Shareholders and Company hereby severally and jointly agree that the Call Option shall also be regarded as including an irrevocably and exclusive right that the Existing Shareholders and Company grant to the WFOE and its designated person, and the irrevocable exclusive right can purchase all or part of the assets of the Company (including but not limited to all the tangible and intangible assets that the Company currently owns and may have in the future, such as computer software copyright, patent, patent application right, exclusive rights to use trademark, domain name, etc.). All of the terms and conditions of this Agreement will be fully applicable to the WFOE and/or its designated person to purchase all or part of the Company’s assets (including price terms) under this Agreement, unless such terms and conditions’ application are contrary to the provisions of the PRC laws. The WFOE and/or its designated person may choose to respectively purchase all or part of the Existing Shareholders’ ownership, or to choose to purchase all or part of the Company’s assets, or to choose to exercise at the same time. 1.3. The Company hereby agrees that the Existing Shareholders shall grant the WFOE such Call Options according to Article 1.1 above and other provisions of this Agreement. Under this article and this Agreement, a “Person” refers to any nature person, corporation, joint venture, partnership, enterprise, trust or unincorporated organization.
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Grant of the Call Option. Pursuant to the Agreement, the Grantor shall grant the Call Option to the Grantee, pursuant to which the Grantee shall be entitled to purchase at any time all (but not part of) the Option Shares from the Grantor in accordance with the terms thereof during the call option exercise period from the date of the Agreement up to 31 July 2019 (the “Call Option Exercise Period”) by giving written option exercise notice to the Grantor. The Option Shares represent 55% of the issued share capital of Brighten. The consideration of HK$550,000 (the “Call Option Price”) payable by the Grantee to the Grantor upon the exercise of the Call Option shall be settled by the Grantee to the Grantor in cash. Upon completion of the exercise of the Call Option, the Group will cease to hold any interests in Brighten Group. In the event that the Call Option is not exercised by the Grantee upon the expiration of the Call Option Exercise Period, the Minority Shareholders consent that the Grantor shall be entitled to sell the Option Shares to third parties at a price which may be up to 20% more or 20% less than the Call Option Price at the discretion of the Grantor, provided that the Grantor shall use best endeavours to procure such third party purchaser to offer a similar 6 month call option to the Grantee at the substantially similar terms to the Call Option. The Grantor and ▇▇▇▇▇▇▇▇ agreed to arrange transferring certain Group employees to Brighten Group and Brighten Group agreed to take up such employees with effect from 1 February 2019. For the avoidance of doubt, all transfer costs and expenses shall be borne by Brighten Group. Notwithstanding this, as long as the Grantor remains as a shareholder of Brighten, the Grantor will continue to provide full support in its capacity as a shareholder of Brighten to Brighten Group but subject to the compliance of legal and regulation, internal control, risk assessment and supervision of the Grantor.
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Grant of the Call Option. 1.1. The Company hereby grants to the Foundation the right to subscribe for and acquire such number of preference shares in the capital of the Company up to a maximum of the number of preferred shares that may be issued under the authorized capital of the Company (these shares referred to as the “Shares” and the right to subscribe and acquire the Shares referred to as the "Call Option"), which Call Option the Foundation hereby accepts, all such subject to the terms and conditions of the Agreement. 1.2. The Foundation may exercise its option right under the Call Option repeatedly, each time up to the maximum mentioned in article 1.1. The partial exercise of the Call Option shall be without prejudice to the rights of the Foundation to further exercise the Call Option at a later stage. 1.3. The resolution of the Company to grant the Call Option to the Foundation and in relation therewith to issue the Shares to the Foundation and to exclude any existing pre-emptive rights in this respect, was adopted by the board of directors (bestuur) on ________________ 2019. A copy of the relevant resolution is attached to this Agreement as Schedule 1. 1.4. The valid exercise of the Call Option shall constitute a subscription agreement, by which the Foundation shall have subscribed for the number of shares opted of being subscribed for (this number of Shares is referred to as the "Opted Shares") and the Company shall have issued the Opted Shares to the Foundation, subject to the provisions of this Agreement. 1.5. In exercising the Call Option, the Foundation shall take the provisions of Section 5:71, paragraph 1, under c. of the Financial Supervision Act (Wet op het financieel toezicht) into consideration.
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Grant of the Call Option. Subject to the exercise of the Put Holder's Warrants pursuant to Section 2.01 hereof, the Put Holder hereby grants to the Call Holder the right, and not the obligation, to purchase the Shares upon the terms and conditions set forth in this Article V (the "Call Option"
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Grant of the Call Option. In consideration of the payment of £1 by 4R to BCS (receipt of which is hereby acknowledged by BCS), BCS grants to 4R an option to purchase all of the Option Shares held by it on the terms of the Call Option set out in this clause 8.
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Grant of the Call Option. Subject to the terms and conditions of this agreement, the Issuer hereby grants to the Subscriber, which hereby accepts the same from the Issuer, the unconditional and irrevocable Call Option to acquire the Option Shares against payment of the Call Option Price.
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Related to Grant of the 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.

  • Grant of the Option The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of [# OF SHARES] Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $[PRICE] per Share (the “Option Price”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.

  • GRANT OF THE RIGHT TO PURCHASE COMMON STOCK (a) For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to the aggregate number of fully paid and non-assessable shares of Common Stock (as defined below) as determined pursuant to Section 1(b) below, at a purchase price per share equal to the Exercise Price (as defined below). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

  • Grant of Option The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.

  • Grant of Stock Option The Company hereby grants the Employee the Option to purchase all or any part of an aggregate number of shares of Common Stock as set forth on Schedule A (“Option Shares”) on the terms and conditions set forth herein and subject to the terms of the Plan.