This excerpt taken from the KO 8-K filed May 31, 2007.
ARTICLE
II
THE CALL OPTION
SECTION 2.01 Grant
of the Call Option. TTGBI hereby
grants to the Call Holder the right, and not the obligation, to purchase all
but not less than all of the Call Shares beneficially owned by such holder upon
the terms and conditions set forth in this Article II (the Call Option). The Call Option shall be exercisable by the
Call Holder during the period starting at 9:00AM New York City time on October
22, 2007 and ending at 5:00PM New York City time on November 21, 2007 (the Call
Exercise Period).
SECTION 2.02 Call
Option Procedure. The Call Holder
may exercise its Call Option by providing written notice to TTGBI (the Call
Notice) at any time during the Call Exercise Period (the date of such
notice being the Call Exercise Date).
The Call Notice shall constitute an irrevocable offer by the Call Holder
to exercise its Call Option and to purchase all the Call Shares beneficially
owned by TTGBI. Upon receipt of the Call
Notice, TTGBI shall be obligated to sell all the Call Shares pursuant to the
terms of this Article II. The price to
be paid for the Call Shares shall be the Call Price as specified in Article IV
hereof.
SECTION 2.03 Call Option
Closing. Completion of the sale and
purchase of the Call Shares following the exercise of the Call Option shall
take place no later than two Business Days after the Call Exercise Date thereof
(the Call Closing). At the Call
Closing and upon payment of the Call Price, TTGBI shall deliver to the Call
Holder or to one or more assignees or substitute purchasers designated by it,
at the principal office of the purchaser, certificates representing all the Call
Shares free and clear of all Encumbrances, which certificates shall have
affixed thereto stockpowers in proper form for transfer. The Call Price for the Call Shares shall be
payable to TTGBI in cash in U.S. dollars by delivery to TTGBI of the amount
thereof by wire transfer of immediately available funds to an account or
accounts, as appropriate, designated in writing by TTGBI to the Call Holder not
less than two Business Days prior to the Call Closing.
SECTION 2.04 Withholding. The Call Price or the Put Price shall be paid
net of all required withholding, provided that the Call Holder shall have
notified the Tata Entities at least 10 Business Days prior to the commencement
of the Call Period of any intention to withhold if the Call Option is exercised
and the basis therefor and the Tata Entities shall not have remedied such
basis; provided, however, that neither the Call Price nor the Put
Price shall be net of withholding under Section 1445 of the Code if, at the
time of the Closing of the Merger, the Company delivered to the Call Holder a
duly executed certificate that complies with Section 1445 of the Code and the
Treasury Regulations promulgated thereunder that the Company is not a U.S. real
property holding company as provided in Section 6.2(g) of the Merger Agreement.
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