Investor Put Option Clause Samples
An Investor Put Option is a contractual provision that grants investors the right to require the company or issuer to repurchase their shares or securities at a predetermined price within a specified timeframe. Typically, this clause outlines the conditions under which the investor can exercise the option, such as after a certain holding period or upon the occurrence of specific events like a change of control or failure to achieve milestones. The core practical function of this clause is to provide investors with an exit mechanism and downside protection, ensuring they have a way to recover their investment if the company does not perform as expected or if certain agreed-upon conditions are not met.
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Investor Put Option. 3.1 Investor shall have the right to sell all (and not only some) of PubCo Subscription Shares then held by Investor to PubCo, free and clear from any Encumbrance and with all rights attaching thereto, upon the occurrence of any of the following events (each a Put Option Trigger Event) in accordance with this clause 3.1:
(a) the occurrence of any Credit Event in respect of PubCo;
(b) PubCo has failed to provide replacement security in accordance with clause 3.2(a), 3.2(b), 3.2(c) or 3.2(d) within 10 Business Days after occurrence of any Credit Event in respect of FTG which results in the Coverage Ratio falling below 150%;
(c) Call Option 2 has lapsed in accordance with clause 4.6;
(d) the second (2nd) anniversary of the Closing Date; or
(e) the third (3rd) anniversary of the Closing Date.
3.2 Upon the occurrence of a Credit Event with respect to FTG which results in the Coverage Ratio falling below 150% in accordance with this Agreement (such date being a FTG Credit Event Date), PubCo shall have 10 Business Days after the FTG Credit Event Date to replace the FTG Security Shares by way of:
(a) depositing or procuring the deposit of additional cash in US$ (or any other cash-equivalent or other liquid asset with the prior written consent from Investor) in one or more of the Charged Cash Accounts;
(b) subject to Investor’s consent (which shall not be unreasonably withheld), depositing or procuring the deposit of additional Ordinary Shares in the Charged Securities Account;
(c) subject to Investor’s consent (which shall not be unreasonably withheld), making a combination of the security replacement as mentioned in clause 3.2(a) and clause 3.2(b) above;
(d) providing other collateral mutually agreed by Investor and PubCo in favor of Investor, to the extent that immediately after the security replacement has been put in place, or as of the Instruction Date (if any additional Ordinary Shares are pledged in accordance with this clause 3.2), the Coverage Ratio increases to a level that is no lower than 200% (provided that if any additional Ordinary Shares are pledged in accordance with this clause 3.2, PubCo shall procure that the Ordinary Shares shall be deposited in the Charged Securities Account no later than five (5) Business Days after the Instruction Date), Investor shall as soon as reasonably practicable release and discharge all of the FTG Security Shares from the security created under the Account Security Agreement, and from the Charged Securities Account ...
Investor Put Option. [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s): [[ ] per Calculation Amount/specify other/see Appendix]
(iii) Notice period (if other than as set out in the Conditions): (5) [Same as Condition 6(e)/specify other]
(iv) Other details: [ ]
Investor Put Option. In the event that Shareholder Approval and the Company Issuance have not occurred as of January 31, 2006, the Investor may require the Selling Shareholders to repurchase the Selling Shareholder Shares in exchange for cancellation of the outstanding principal amount of the Note and all accrued and unpaid interest thereon, in which event the Parties shall instruct the Escrow Agent to transfer the Escrowed Funds to the Investor and terminate the escrow.
2. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. The Investor hereby represents and warrants that:
Investor Put Option. 6.1 Subject to and after the Closing, Investor shall have the right to sell all or part of the Subscription Shares then held by Investor to the Company, free and clear from any Encumbrance and with all rights attaching thereto, upon the occurrence of any of the following events (each a “Put Option Trigger Event”) in accordance with this Clause 6:
(a) the occurrence of any Credit Event;
(b) the occurrence of any Collateral Default;
(c) any failure by the Company to comply with the Financial Covenant;
(d) the failure to satisfy the Registration Condition with respect to any of the Subscription Shares and any such Subscription Shares not being eligible for resale under Rule 144 solely due to failure of the Company to meet the public information requirement under such rule at any time after the date that is six (6) months following the Closing Date; or
(e) the third (3rd) anniversary of the Closing Date, which date may be extended by the Company subject to Investor’s prior written consent.
6.2 Upon each occurrence of any Put Option Trigger Event under Clause 6.1, the Company shall deliver a written notice (together with reasonable supporting documentation relating thereto) of such occurrence to Investor within five (5) Business Days of such occurrence (the “Put Option Trigger Notice”). Investor shall have the right to exercise the put option set out in this Clause 6 (the “Put Option”) by delivering a written notice in the form set out in Schedule 6 (the “Put Option Exercise Notice”) to the Company at any time from the date of occurrence of the applicable Put Option Trigger Event but on or before the thirtieth (30th) day after the date of receipt of the Put Option Trigger Notice (the “Put Option Exercise Period”). The Put Option can only be exercised once in relation to all or part of the Subscription Shares then held by Investor during the Put Option Exercise Period.
6.3 After receipt of the Put Option Exercise Notice from Investor, the Company shall be obliged to, within thirty (30) calendar days of receipt, acquire the number of Subscription Shares that is specified in the Put Option Exercise Notice (the date for such acquisition as specified by the Company, the “Put Option Completion Date”, and the number of Subscription Shares that is specified in the Put Option Exercise Notice, the “Put Option Shares”) at a price equal to the Agreed Return (the “Put Option Price”).
6.4 On the Put Option Completion Date, (a) the Company shall procure the payment of the Put...
Investor Put Option. For a period of thirty (30) days following the two year anniversary of the Original Issue Date, an Investor may elect to require the Company to repay the Investor, in immediately available funds, 100% of the then outstanding principal amount, plus all accrued but unpaid interest and other amounts, due or accrued under this Note, on the date that is the fifth Trading Day after written notice thereof (a “Put Notice”) is delivered by the Investor to the Company (such fifth Trading Day shall be known as the “Put Date”). An Investor may rescind a Put Notice prior to receipt of payment thereunder. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Put Notice through 6:30 p.m. on the Trading Day prior to the Put Date.
Investor Put Option. 14.1 If the Initial Listing shall not have taken place by the 3rd anniversary of the Subscription Closing Date, then at any time thereafter but before the 5th anniversary of the Subscription Date, at the request of either of the Investors (“Exiting Investor”), the Company shall, at the Company’s cost, engage an Approved Bank to determine the following matters, provided that if the Exiting Investor does not agree with the Company’s choice of the Approved Bank under this Clause 14.1, each of the Company and the Exiting Investor may, at its own cost, engage an Approved Bank to determine the following matters:
(a) subject to the market conditions at that time, whether the Company is suitable for the Initial Listing; and
(b) subject to the market conditions at that time, whether such Approved Bank will underwrite the Initial Listing in accordance with the market practice, (“Suitable for Listing”).
14.2 If the Company is determined to be Suitable for Listing: (1) in the case where only the Company engages an Approved Bank under Clause 14.1, by such Approved Bank; or (2) in the case where each of the Company and the Exiting Investor engages its own Approved Bank under Clause 14.1, by both such Approved Banks, but the Company fails to file an application for the Initial Listing with the relevant securities exchange or the Company, having filed such an application for the Initial Listing, voluntarily withdraws such an application for the Initial Listing within a period of 6 months from the date of such determination, then at any time thereafter but before the 6th anniversary of the Subscription Closing Date:
(a) at the request of the Exiting Investor or ▇▇▇, the Company shall, at the Company’s cost, engage an Approved Bank to determine the valuation of the Company (“Company Bank”), provided that if the Exiting Investor does not agree with the Company’s choice of the Approved Bank under this Clause 14.2(a), each of the Company and the Exiting Investor may, at its own cost, engage an Approved Bank to determine the valuation of the Company; and
(b) after the valuation of the Company is determined under Clause 14.2(a), at the request of the Exiting Investor or ▇▇▇, the Company shall instruct the Company Bank to offer (on behalf of all of the Shareholders) to sell the entire issued share capital of the Company to a third party at a price equal to: (i) in the case where only the Company Bank is engaged under Clause 14.2(a), the valuation of the Company as determined by t...
Investor Put Option. Commencing upon the earliest to occur of (i) ------------------- the second anniversary of the Closing Date, (ii) the sale, merger, consolidation, conveyance, exchange, transfer or other disposition of all or substantially all of the Company's assets (a "Capital Transaction"), or (iii) an ------------------- Initial Public Offering, upon written notice (the "Put Notice") by the Investor ---------- to the Company of his desire to sell all, but not less than all, of the Investor Shares held by the Investor, the Company shall be obligated to purchase from the Investor all of the Investor Shares requested to be sold by the Investor at a cash purchase price per share equal to the Stated Value per share, together with all cumulated but unpaid dividends on such Investor Shares. The purchase of such Investor Shares by the Company shall be completed (i) on the date of the closing of the Capital Transaction or the Initial Public Offering, if applicable, or (ii) within six months of the date of receipt of the Put Notice, in all other events; provided that the Investor has given the Company at least fifteen (15) days written notice prior to its exercise of the put option. Any purchase by the Company of the Investor Shares pursuant to this Section 5B shall be effected by delivery by the Investor of the certificate for all such shares (properly endorsed for transfer) to the Company upon tender by the Company of the purchase price for such Investor Shares by a wire transfer to that account of the Investor that account of the Investor. In the event the Company fails to consummate the purchase of such Investor Shares in accordance with this Section 5B, the Majority Shareholder and the other Stockholders shall cause the Company to reconstitute the Board, such that the Company shall nominate two directors, and the Investor shall nominate three directors. The Company shall provide at least thirty (30) days written notice to the Investor prior to a Capital Transaction or an Initial Public Offering.
Investor Put Option. 4.1 Investor shall have the right to sell all (and not only some) of PubCo Ordinary Shares then held by Investor to PubCo, free and clear from any Encumbrance and with all rights attaching thereto, upon the occurrence of any of the following events (each a Put Option Trigger Event) in accordance with this clause 4.1:
(a) the occurrence of any Credit Event in respect of the Company or PubCo;
(b) the occurrence of any Credit Event in respect of FIL or FTG before the Security Account Charge lapses in accordance with its terms;
(c) Call Option 2 has lapsed in accordance with clause 5.6 or clause 5.7; or
(d) the third (3rd) anniversary of the Closing Date.
4.2 If any Put Option Trigger Events under clauses 4.1 takes place after completion of the De-SPAC Transaction, Investor shall have the right to exercise the put option (the Post-IPO Put Option) by serving PubCo with a written notice (Put Option Exercise Notice) and/ or Conversion Notice (at the sole discretion of Investor) within ninety (90) days from the date of occurrence of the applicable Put Option Trigger Event (the
Investor Put Option. (a) In the event that Imperial should sell any Imperial Stock in contravention of the co-sale rights of each Investor under Section 2.2 of this Agreement (a "Prohibited Transfer"), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and Imperial shall be bound by the applicable provisions of such option.
(b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to Imperial the type and number of shares of Common Stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser under Section 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:
(c) The price per share at which the shares are to be sold to Imperial shall be equal to the price per share paid by the purchaser to Imperial in such Prohibited Transfer. Imperial shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Investor's rights under Section 2.2.
(d) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to Imperial the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer.
(e) Imperial shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c), in cash or by other means acceptable to the Investor
(f) Notwithstanding the foregoing, any attempt by Imperial to Transfer Imperial Stock in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the Investors if a majority in interest of the Investors do not elect to exercise the put option set forth in this Section 4.1, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Investors.
Investor Put Option. 13.1 The Existing Shareholder hereby irrevocably offers to the Investor to purchase and acquire, subject to the terms and conditions in Section 13.3, all or, at the discretion of each Put Option Holder, a portion of the shares held by the Investor at an aggregate purchase price of EUR 1.00 (in words: Euro one), immediately upon acceptance of such offer by the Investor (“Put Option”).
13.2 The Investor may accept the Put Option by notarizing in front of a notary an exercise notice, indicating (i) the number of shares that are sold and transferred pursuant to the Put Option and their respective consecutive numbers, and (ii) the relevant purchaser (“Put Exercise Notice”). The Existing Shareholder hereby waives the right to receive any declaration of acceptance pursuant to section 151 sentence 1 Civil Code (Verzicht auf den Zugang der Annahmeerklärung) made by the Investor. Subject to the condition precedent (aufschiebende Bedingung) that the Put Exercise Notice is duly notarized by a notary, the Investor exercising its Put Option hereby accepts the sale and assignment of shares that are sold and transferred pursuant to the Put Option (as indicated in the Put Exercise Notice) to the Existing Shareholder.
13.3 With respect to any shares sold pursuant to the Put Option, the respective Put Option Holder makes no representations and warranties, except as the common title guarantees as described in Section 8 of the Investment Agreement, neither expressly nor implied, of any nature vis-à-vis the Existing Shareholder. The Existing Shareholder hereby already waives any claims under statutory representations and warranties (gesetzliche Gewährleistungsrechte) (section 434 et seq. Civil Code) with respect to any shares sold pursuant to the Put Option, irrespective of whether any defects (▇▇▇▇▇▇) exist. Any claims related to statutory, contractual or pre-contractual obligations (including section 280 through 284, 311, 311 a, 323 et seq. Civil Code), frustration of contract (Störung der Geschäftsgrundlage) (section 313 Civil Code), unjustified enrichment (ungerechtfertigte Bereicherung) (section 812 et seq. Civil Code) or tort (Deliktsrecht) (section 823 et seq. Civil Code) with respect to the shares sold pursuant to the Put Option are, to the extent legally permissible, hereby excluded. Furthermore, the Existing Shareholder has no right whatsoever to rescind, reverse, cancel or otherwise terminate the sale of shares pursuant to the Put Option or exercise any right or reme...