First Put Option Sample Clauses

The First Put Option clause grants a party the right, but not the obligation, to sell a specified asset or interest to another party at a predetermined price within a certain timeframe. In practice, this means that if certain conditions are met—such as the passage of time, a triggering event, or failure to meet performance targets—the holder of the put option can require the other party to purchase their stake or shares. This clause is commonly used in joint ventures or shareholder agreements to provide an exit mechanism, ensuring that the holder has a clear path to liquidity and reducing uncertainty about how and when they can divest their interest.
First Put Option. The Buyers hereby grant to each H&Q Party the right and option (the "First Put Option") at any time during the period beginning on December 29, 2003 and ending at 8:00 P.M., New York City time, on January 5, 2004 (the "First Put Exercise Period") to require the Buyers to purchase and acquire from such H&Q Party up to the number of Covered Securities set forth opposite such H&Q Party's name on Exhibit B hereto under the heading "Upon Exercise of the First Put Option."
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First Put Option. (a) Upon the terms and subject to the conditions set forth in this Agreement, ITT MSG shall have the option (the "First Put Option") to require Cablevision to purchase 50% of the remaining ITT MSG Interest, or, at the election of Cablevision, to require Cablevision to cause MSG to redeem a portion of the ITT MSG Interest so that following such redemption the ITT MSG Interest is one-half of what it was immediately prior to such redemption, (the ITT MSG Interest so transferred or redeemed hereunder is referred to as the "Second Transferred Interest") on the first anniversary of the Initial Closing Date for a purchase price of $94 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $75 million (in either case, as such amount may be increased pursuant to Section 2.07) (the "First Put Purchase Price"). If ITT MSG exercises the First Put Option, Cablevision shall purchase, or, at the election of Cablevision, cause MSG to redeem, the Second Transferred Interest pursuant to the terms of this Agreement. At the election of Cablevision, the First Put Purchase Price may be paid entirely in cash as set forth in Section 2.05 below, entirely in shares of Cablevision Common Stock as set forth in Section 2.06 below or in any combination thereof. In the event that Cablevision shall not be able to purchase, or cause MSG to redeem, the Second Transferred Interest because of a failure of any condition to the closing of such purchase or redemption set forth in Section 7.01(a)(iii), (iv), (v) or (vi) (other than as a result of a breach by Cablevision or any of its Affiliates), Cablevision shall have the right during the 45-day period following the first anniversary of the Initial Closing Date to cause a third party designated by Cablevision to purchase the Second Transferred Interest for a price payable in cash equal to the First Put Purchase Price.
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First Put Option. A. For the thirty (30) day period beginning on October 1, 2001 and ending on October 30, 2001, Investors shall have the right, but not the obligation, to sell all, but not less than all, of the Initial Paid-In Shares and all securities issued as a dividend or distribution with respect thereto or in exchange or replacement thereof (the "Initial Subject Stock") to Powertel, and Powertel shall be obligated to purchase the Initial Subject Stock from Investors for the consideration and upon the terms and conditions set forth in this Agreement (the "First Put"). Investors may exercise the First Put only by giving effective written notice thereof (the "First Put Exercise Notice") to Powertel on or before October 30, 2001. For the purposes hereof, the effective date of the First Put Exercise Notice shall be known as the "First Put Notice Date." B. In payment for the Initial Subject Stock, at the closing that is held pursuant to Section 1(C) below, Powertel shall deliver to Investors, at the election of Investors, which election shall be set forth in the First Put Notice as referenced in Section 1(A) hereof, either (i) $1,500,000, payable by bank check or wire transfer (the "First Put Cash"), or (ii) thirteen thousand nine hundred twenty-eight (13,928) fully paid and nonassessable shares of Powertel's common stock, par value $0.01 per share (the "First Put Shares"), at the option of Investors designated not later than the second business day immediately preceding the First Put Closing (as defined in Section 1(D) below). The Parties acknowledge and agree that the First Put Shares will be "restricted securities" as such term is defined in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended, and the certificate representing the First Put Shares will bear a restrictive legend to such effect. The number of First Put Shares that is deliverable to Investors upon exercise of the First Put shall be appropriately adjusted to account for any stock split, stock dividend, stock combination or similar transaction involving or relating to the Powertel common stock or Powertel which occurs between the date hereof and the First Put Closing. C. Powertel agrees that, in the event that a transaction occurs whereby all or substantially all of Powertel's stock or assets are sold or transferred, whether by means of a merger, consolidation, tender offer or otherwise (collectively, a "Change of Control Transaction"), if the First Put is exerciseable or has been exercise...
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First Put Option. If, within twelve (12) months of the date of the Bid, the Company has not obtained Control over ORL (the “Control Failure Date”), then Linura will have the right to cause Scailex to purchase all of its Ordinary Shares in the Company by delivering written notice to Scailex within thirty (30) days following the Control Failure Date (the “First Put Option”). The purchase price of the shares under the First Put Option shall be equal to (x) the price that Linura paid to acquire its Ordinary Shares and its Capital Investments plus Interest (accrued from the respective dates of the capital contributions on account of such Ordinary Shares or its Capital Investments until the First Put Option exercise date) plus the amount of its outstanding Participating Shareholder Loans (including any accrued Loan Interest thereon until the First Put Option exercise date) minus (y) any dividends or repayment of Linura’s Capital Investments plus Interest accrued from the date of such dividends or repayments of its Capital Investments until the First Put Option exercise date.
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First Put Option. By valid delivery of a Put Option Notice (as set forth below), the Founders may elect to exchange on the first anniversary of the closing of the IPO (the "FIRST ANNIVERSARY DATE") up to twenty-five percent (25%) of the IPO-Time Shares (less any IPO-Time Shares previously sold to DPI under Section 2 or 3) for shares of common stock of DPI.
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First Put Option. (a) Plug Power hereby grants to Axane an irrevocable option to require from Plug Power the purchase of all (but of all only) of the JV Company Shares held by Axane and/or its Affiliates as at the date of the exercise of said option (the “First Put Option”). Axane hereby accepts said First Put Option, as an option only. (b) Axane may exercise the First Put Option at any time between September 1, 2013 and September 15, 2013 (the “First Put Option Period”), it being specified, for the avoidance of doubt, that the exercise of the First Put Option shall release Axane from its payment obligations referred to in Section 3.1.2(c). (c) For the purposes of the exercise of the First Put Option, Axane shall send, within the First Put Option Period, a written notice (the “First Put Option Notice”) to Plug Power. Said First Put Option Notice shall set forth the number of JV Company Shares Axane wishes to sell (which shall be all the JV Company shares then held by Axane or its Affiliates) and the First Put Option Price (as defined in paragraph (e)). (d) On a date to be agreed by Axane and Plug Power (and no earlier than January 6, 2014 and no later than January 23, 2014) (the “First Put Option Transfer Date”), Plug Power and Axane (or any designated Affiliate thereof) shall enter into a Share Transfer Agreement in the form of the draft attached hereto as Schedule 10.4(f). Plug Power shall pay all relevant transfer taxes (droits d'enregistrement), if any, due upon the transfer of the Shares. (e) For the purposes of the First Put Option, the total price to be paid by Plug Power to Axane for the relevant JV Company Shares (the “First Put Option Price”) shall be equal to EUR 1 (one euro). (f) As promptly as possible after the First Put Option Transfer Date, the Parties shall perform the Termination Obligations in accordance with Section 10.4(h) above.
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First Put Option. In consideration of the mutual covenants in the JV Agreement, Sky Elegant grants to Sub-Zero (HK) an option (the “First Put Option”) whereby Sub-Zero (HK) has the right to, by way of a written notice (the “Option Notice”), require Sky Elegant or its designated person(s) to purchase from Sub-Zero (HK) all or part of its Shares (the “Relevant Shares”) and the Sub-Zero (HK) Loan advanced to the JV Group and outstanding from time to time (the “Shareholder Loan”), at the exercise price determined below. The First Put Option shall be exercisable by Sub-Zero (HK) in the event that Gold View fails to meet the Key Performance Indicators (KPIs) for three consecutive quarters in accordance with the Management Service Agreement (subject to the Management Service Agreement having been entered into in accordance with the JV Agreement). The First Put Option shall be exercisable by Sub-Zero (HK) within thirty-six (36) months after the date of the Management Service Agreement (the “First Put Option Period”). In case the KPIs may not be met in the last quarter of the First Put Option Period, the expiry date of the First Put Option Period shall be extended by further six months (the “Extended First Put Option Period”) to ascertain if the KPIs can be met in the last three consecutive quarters prior to the expiry of the Extended First Put Option Period. Under the First Put Option, the price of the Relevant Shares and Shareholder Loan shall be determined based on the pro-rata share of the valuation of the Company which is the higher of (i) the Total Investment Amount plus any additional investments approved by the JV Board together with an annual return of 15% and (ii) the fair value (the “Fair Value”) of the equity in the JV Company and the Shareholder Loan as determined by a firm of independent public accountants, which shall be one of the “Big Four” accounting firms based in Hong Kong, to be selected and appointed by the JV Company (“Big Four CPA firms”). Such a firm of independent public accountants shall certify in writing the sum which, in their opinion, is the Fair Value of the Relevant Shares and the Shareholder Loan. The cost of obtaining the certification shall be borne by the JV Company. Completion of the sale and purchase of the Relevant Shares and Shareholder Loan and full payment of the considerations shall take place within 120 days from the date of the Option Notice.
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First Put Option. Each Seller may exercise the First Put Option in respect of the First Option Shares at any time after Completion and ending no later than the first to occur of: 3.3.1 one hundred Business Days after the achievement of the First Milestone; or 3.3.2 if the First Milestone is not achieved prior to the third anniversary of the date of the Share Purchase Agreement, one hundred Business Days thereafter.
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First Put Option 
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Related to First Put Option

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamental Transaction Notice”) no later than thirty (30) days prior to the date of the proposed consummation of the Fundamental Transaction, together with all relevant information relating thereto, in form sufficient to enable Lender to make an informed decision as to whether it should accelerate the Put Option. Within fifteen (15) days of Lender’s receipt of the Fundamental Transaction Notice, Lender shall advise the Company whether the Lender has elected to accelerate the exercise of the Put Option. Lender’s failure to timely notify the Company of Lender’s intention to accelerate the Put Option shall be deemed an intention to decline to accelerate the Put Option. 6.2 In addition, notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option following an Event of Default under the Loan Documents (which acceleration right shall not be waived if not exercised following a prior Event of Default), in which event the Put Price shall be added to the Obligations under the Loan Agreement and secured by the Collateral thereunder, and shall be immediately due and payable to Lender. 6.3 If any portion of the Note is converted into Common Stock pursuant to the Loan Documents, the Put Option set forth hereinabove, if not terminated by its terms herein, shall terminate.

  • 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.

  • Contract Option In the event that the Interconnection Customer and Interconnected Transmission Owner agree to utilize the Negotiated Contract Option provided by the Interconnection Construction Service Agreement to establish, subject to FERC acceptance, non-standard terms regarding cost responsibility, payment, billing and/or financing, the terms of Sections 10.1 and/or 10.2 of this Section 10.0 shall be superseded to the extent required to conform to such negotiated terms, as stated in a schedule attached to the parties’ Interconnection Construction Service Agreement relating to interconnection of the Customer Facility.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Put Right If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of such Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (f), inclusive, or in the exercise of its rights under this Section 3.4(g) with respect to the Put Shares. (ii) The Put Shares to be sold to the Proposed Transferee shall be of the same class or type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof). (iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the Co-Sale Participant shall deliver to the Transferring Holder the certificate or certificates representing the Put Shares to be sold, each certificate to be properly endorsed for transfer, and immediately upon receipt thereof, such Transferring Holder shall pay the aggregate purchase price therefor, and the amount of reimbursable fees and expenses, as specified in Section 3.4(g)(i).