KO » Topics » ARTICLE II THE CALL OPTION

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.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki