Exercise of the Put Option Clause Samples

Exercise of the Put Option. (a) If at any time prior to the Expiration Date, a Grantee wishes to exercise its Put Option, such Grantee shall deliver a Put Exercise Notice to the Company. Such Put Exercise Notice shall be effective if and only if it is received by the Company on or prior to the Expiration Date. (b) Within ten (10) days of delivery of the Put Exercise Notice, the Company shall notify the Grantees in writing (the “Company Notice”) of how the Company intends to pay the Put Payment Price. The Company shall pay to each such Grantee the full amount of the Put Payment Price for each of the Shares that the Grantee has elected to have purchased by the Company as soon as possible after the delivery of the Put Exercise Notice; provided that, subject to section 4(c), such payment must be made not later than one hundred (100) days after delivery of the Put Exercise Notice (the “Payment Period”). If the Company indicates in the Company Notice that it will pay the Put Payment Price with cash that the Company has on hand, then the Company must indicate how those funds were raised and when it will pay the Put Payment Price. If the Company indicates in the Company Notice that intends to raise the assets to pay the Put Payment Price by selling the Pegasus Securities (as defined below) or the assets of Pegasus, then the Company must (i) commence marketing Pegasus (as defined below) as soon as possible, (ii) use commercially reasonable efforts to sell the Pegasus Securities or the assets of Pegasus in a reasonable and orderly manner and (iii) provide periodic updates to, and respond to inquiries from, the Grantees regarding the progress of such sale. (c) If the Company does not pay the full amount of the Put Payment Price for all of the Shares to be purchased by the Company during the Payment Period, then the Company shall effect such purchase of the Shares by transferring to the Grantees all of the Company’s right, title and interest in and to all the shares (the “Pegasus Securities”) of common stock and preferred stock of Pegasus Technologies, Inc., a South Dakota corporation (“Pegasus”), that the Company owns, with the Company’s endorsement when necessary or appropriate or with stock powers duly executed in blank with the Company’s signature; provided that the Company is required to effect the purchase described in this section 4(c) only if the Grantees holding at least two-thirds of the Shares then outstanding exercise the Put Option, in which case all Shares then outstanding shall be...

Exercise of the Put Option. To exercise its Put Right, any holder -------------------------- of shares of Convertible Preferred Stock shall deliver to the Company a written notice (the "Put Notice") which shall (i) refer specifically to this paragraph ---------- 5D, (ii) state the number of shares of Convertible Preferred Stock held by such holder that the Company is required to redeem, (iii) contain such holder's request that the Company determine the Fair Market Value at the time of the Put Notice of the Common Stock into which the shares of Convertible Preferred Stock are convertible, (iv) indicate that a closing (the "Put Option Closing") for ------------------ such redemption shall take place on a date specified in the notice, which date shall be a date occurring not earlier than 45 days nor more than 60 days after the date on which the notice is delivered, (v) indicate where the Put Option Closing shall take place and (vi) be delivered by certified mail return receipt requested. The Company covenants that it will promptly (and in any event no later than 25 days after receipt of the Put Notice) determine, and notify in writing the holders of shares of Convertible Preferred Stock who have delivered a Put Notice of the Fair Market Value at the time of the Put Notice of the Common Stock in accordance with paragraph 5E below; provided, however, that in -------- ------- the event that any holder of shares of Convertible Preferred Stock exercises its right to refer the question of valuation to an investment banking firm, the Put Option Closing shall take place on the later of (1) the date specified in the Put Notice and (2) 5 Business Days after the determination of the Fair Market Value has been completed in accordance with paragraph 5E below. At the Put Option Closing, the Company shall pay the first installment of the redemption price for the securities being purchased determined as described in paragraph 5E below against delivery of the securities being redeemed.

Exercise of the Put Option. (a) The Put Option may be exercised by delivery to the Optionee of the Notice of Put at any time during the Option Period upon which the Optionee shall be obligated to purchase from the Optionor all (but not part only) of the Option Shares in accordance with Sections 2.4 and 2.7 herein. (b) The Notice of Put, once delivered, shall be irrevocable and may not be withdrawn except with the written consent of the Optionee. (c) The Put Option shall be deemed to have been duly exercised by the Optionor if the Notice of Put is received by the Optionee at any time during the Option Period, notwithstanding that the sale of the Option Shares is effectuated after the Option Period in accordance with Section 2.7.

Exercise of the Put Option. During the Put Option Period, if JJF Group desires to exercise a Put Option, JJF Group shall do so by delivering to Anker written notice of such exercise in the form of Exhibit "A" attached hereto (the "Put Option Notice") on or before the applicable Put Option Date.

Exercise of the Put Option. (a) On the terms and subject to the conditions described in this Agreement, Northwest hereby grants to the Plans an irrevocable option (the “Put Option”) to require Northwest to purchase at any time and from time to time any or all of the Plan Shares. In order to exercise the Put Option, the Plans must deliver to Northwest written notice specifying the particular Plan Shares as to which the Put Option is being exercised, specifying the date on which such shares were contributed to the Plans, the Floor Price of such shares and the Market Value of such shares. The date on which Fiduciary Counselors provides Northwest with notice of its election to exercise the Put Option is the “Put Exercise Date.” Any exercise of the Put Option will be deemed to be a contemporaneous exchange for equivalent new value. The Put Option is personal to the Plans and may not be assigned to any other Person. (b) Subject to Section 8.3, no later than the applicable Put Closing Date, Northwest will, against delivery to Northwest of the certificates for the Plan Shares as to which the Put Option is being duly exercised accompanied by duly executed stock powers, pay to the Plans in immediately available funds the applicable Put Price for each such share. The “Put Price” is the greater of the Floor Price applicable to such share and the Market Value of Pinnacle Corp. Stock with respect to which the Put Option has been exercised.

Exercise of the Put Option. 4.1 Exercising events ----------------- The Put Option may be exercised in any of these circumstances: (i) during the period starting at July 1 to September 30 inclusive of the year 2001 and during the period April 1 to June 30 inclusive of the years 2002, 2003, 2004, 2005, 2006 and 2007 respectively; or (ii) within fifteen (15) days of the issuance or receipt by the MP Shareholders of any Notice of Demerger or exercise of Limited Preemptive Right, in both cases pursuant to the terms of the Shareholders Agreement; or (iii) within six (6) months from a Change of Control of HA (as provided in clause 4.2); or (iv) within six (6) months of the date of completion of a sale by HA or any HA Group company of the Euro RSCG network, i.e. the HA advertising agencies operating under the Euro RSCG trade ▇▇▇▇ or commercial name (the "Euro RSCG Sale"). HA shall inform New MP and the MP Shareholders of the occurrence of a Change of Control or Euro RSCG Sale, as applicable, within fifteen (15) days of the event.

Exercise of the Put Option. The Minority Shareholder shall exercise its Put Option by giving the Put Option Notice to MCC at any time during the Put Option Period with at least 60 days notice in advance of the desired Settlement Date.

Exercise of the Put Option. (a) The Liquidity Event Put Option may only be exercised during the Option Period. (b) The CoC Put Option may only be exercised within sixty (60) Business Days of the Investor becoming actually aware that any of the events referred to in Clause 19.5 has occurred. (c) The Put Option shall be exercised only by the Investor giving the Option Buyer a Put Option Exercise Notice in accordance with Clause 38 which shall include: (i) the date on which the Put Option Exercise Notice is given; (ii) a statement to the effect that the Investor is exercising the Put Option; (iii) a date, which is no less than ten (10) and no more than fifteen (15) Business Days after the date of the Put Option Exercise Notice, on which Option Completion is to take place; and (iv) a signature by or on behalf of the Investor. (d) The Put Option may be exercised for all of the Option Shares only. (e) Once given, the Put Option Exercise Notice may not be revoked without the written consent of the Option Buyer. (f) Notwithstanding the exercise of the Put Option, all dividends and other distributions resolved or declared to be paid or made by the Company in respect of the Option Shares by reference to a record date which falls on or before Option Completion shall belong to, and be payable to, the Investor.

Exercise of the Put Option. To exercise the Put Option, NVC shall deliver to Brooke, during the Put Option Period, a notice (the "Exercise Notice") of its intention to exercise the Put Option.