Common use of Grant of Put Right Clause in Contracts

Grant of Put Right. If the Merger has not been effected on or before ------------------ October 15, 2000 due to the failure of any of the conditions set forth in Section 2.4(a), then each Limited Partner that has voted in favor of the Merger, including DukeNet and Caronet, shall have the right to require BellSouth PCS to purchase, acquire, and accept from such Limited Partner all but not less than all of its Equity Interest and Voting Interest (the "Put Right"), for cash in an amount equal to the product of $1.75 billion and the percentage Equity Interest held by such Limited Partner (the "Put Right Purchase Price"); provided, however, that no Limited Partner may exercise the Put Right granted herein if the failure or refusal of such Limited Partner has been the cause of, or resulted in, the failure of the Merger to be effected on or before October 15, 2000. The Put Right shall be exercisable by a Limited Partner until the earliest of: (i) consummation of the Merger; (ii) DukeNet lifting the Stay Order pursuant to Section 8.5 hereof, (iii) the Anniversary Date or (iv) notice by such Limited Partner to BellSouth PCS that it does not intend to exercise its Put Right, which notice, if given, shall be deemed irrevocable. A Limited Partner may exercise the Put Right by delivering to BellSouth PCS written notice (a "Put Notice") that such Limited Partner (an "Exercising Limited Partner") intends to exercise its Put Right. Following receipt of a Put Notice, BellSouth PCS will purchase, acquire, and accept from such Exercising Limited Partner all but not less than all of its Equity Interest and Voting Interest on the terms and subject to the conditions set forth in this Article III. Notwithstanding the foregoing, no Limited Partner shall be granted a Put Right if BellSouth Board Approval has not been obtained on or before September 25, 2000.

Grant of Put Right. If the Merger has not been effected on or before ------------------ October 15, 2000 due (a) Subject to the failure of any of terms in this Section 7.7, the conditions set forth in Section 2.4(aParent hereby irrevocably grants and issues to the Holder the right and option (the “Put Right”), then each Limited Partner that has voted exercisable by the Holder in favor its sole and absolute discretion (but which such exercise shall be irrevocable once exercised subject to the terms of this Section 7.7) by providing written notice to the MergerParent not later than October 21, including DukeNet 2016 (the “Put Notice”), to cause and Caronet, shall have irrevocably require the right Parent to require BellSouth PCS to purchase, acquirepurchase from the Holder, and accept from such Limited Partner the Holder to sell to the Parent, all (but not less than all all) of its Equity Interest and Voting Interest (the "Put Right")Consideration Shares on November 1, 2016 for cash in an amount aggregate purchase price equal to $1,450,575.12 and otherwise in accordance with the product terms of $1.75 billion and the percentage Equity Interest held by such Limited Partner Put Purchase Agreement (the "Put Right Purchase Price"as defined below); provided, however, that no Limited Partner may exercise the Put Right granted herein if Holder shall not have the failure or refusal of such Limited Partner has been the cause of, or resulted in, the failure of the Merger to be effected on or before October 15, 2000. The Put Right shall be exercisable by a Limited Partner until the earliest of: (i) consummation of the Merger; (ii) DukeNet lifting the Stay Order pursuant to Section 8.5 hereof, (iii) the Anniversary Date or (iv) notice by such Limited Partner to BellSouth PCS that it does not intend right to exercise its Put RightRight or enforce its rights under this Section 7.7 in the event of the consummation of the first underwritten public offering of the shares of the Parent or its Affiliate under the Securities Act or the laws of the jurisdiction of the related exchange. In the event that the Holder fails to deliver the Put Notice on or prior to October 21, which notice2016, if given, the Holder shall be deemed irrevocable. A Limited Partner may to have irrevocably waived its right to exercise the Put Right by delivering to BellSouth PCS written notice Right. (a "Put Notice"b) that such Limited Partner (an "Exercising Limited Partner") intends to exercise its Put Right. Following receipt delivery of a Put NoticeNotice by the Holder to the Parent, BellSouth PCS will purchasethe Holder and the Parent shall negotiate in good faith to agree on a purchase agreement reasonably satisfactory to such parties, acquirewhich purchase agreement shall include customary provisions regarding the sale of equity from one party to another, including representations and accept from such Exercising Limited Partner all but not less than all warranties regarding ownership, authority and conflict (a “Put Purchase Agreement”). Notwithstanding anything in this Section 7.7 to the contrary, upon execution and delivery of its Equity Interest and Voting Interest on the Put Purchase Agreement, the terms of the Put Purchase Agreement shall supersede the terms of this Section 7.7 and subject in the event of any conflict between the terms of this Section 7.7 and the Put Purchase Agreement, the Put Purchase Agreement shall control, provided that the Parent and the Holder will remain obligated to the conditions set forth in this Article III. Notwithstanding the foregoing, no Limited Partner shall be granted a Put Right if BellSouth Board Approval has not been obtained on or before September 25, 2000terms.