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 Option Price to Investor, and (b) Investor shall deliver to the Company all necessary certificates representing valid title to the Put Option Shares and such other documents as may be reasonably necessary or appropriate to effect the transfer of the Put Option Shares to the Company, (c) the Company shall be permitted to withdraw, and Investor shall cause to be released, all Treasury Bonds and/or Treasury Bills from the Restricted Securities Account and all the cash collateral from the Restricted Cash Account, and (d) Investor shall, at the reasonable request and sole cost of the Company, promptly execute any documents (or procure that its nominees execute any documents) or take whatever action is reasonably necessary to release, reassign or discharge (as appropriate) the Security Assets (as defined in the Account Security Agreement) and the Charged Property (as defined in the Cash Account Charge) from the Security, in the manner set out in the Security Documents; provided that, the foregoing clauses (b) to (d) shall be subject to the payment of the Put Option Price to Investor. In the event the Company fails to (x) procure the payment of the Put Option Price to Investor, or (y) complete the purchase of the Put Option Shares, Investor shall have the recourse as set out in Clause 10 below. 6.5 For the avoidance of doubt, whether or not the Put Option has lapsed with respect to a particular Put Option Trigger Event, in the event of occurrence of another Put Option Trigger Event and provided that Investor has not exercised the Put Option with respect to any of the Subscription Shares, the Put Option shall be deemed to be reinstated with respect to such other Put Option Trigger Event in accordance with the terms of this Clause 6; provided that, if Investor has not exercised any Put Option by serving the Put Option Exercise Notice by the date that falls thirty (30) calendar days after the third (3rd) anniversary of the Closing Date (which date may be extended by the Company subject to Investor’s prior written consent), Investor shall no longer be entitled to exercise any Put Option set out in this Clause 6 (the “Put Option Expiration Date”). 6.6 The Parties agree that the Company shall have the right to nominate one (1) or more third-party investors to acquire the Subscription Shares to be sold by Investor in accordance with this Clause 6, subject to the applicable sanctions and anti-bribery laws or regulations and Investor’s prior written consent (in its sole and absolute discretion). Nothing in this Clause 6.6, including the Company’s nomination of any third-party investor or Investor’s written consent thereto, shall relieve the Company of any of its obligations under this Clause 6 in any respect. In the event that such third-party investor nominated by the Company and consented to by Investor in writing fails to (x) procure payment of the Put Option Price to Investor, or (y) complete the acquisition of the Put Option Shares from Investor, within thirty (30) calendar days of receipt by the Company of the Put Option Exercise Notice, Investor shall have the recourse as set out in Clause 10 below. 6.7 If the Company, any intermediary or any third-party investor nominated by the Company is required or entitled to deduct or withhold, from the payment of the Put Option Price to Investor, in connection with Investor’s exercise of the Put Option, any Tax, the Company shall pay (or procure such third-party investor to pay) on demand from Investor such additional amounts as shall be required so that the net amount received by Investor after such deduction or withholding shall equal the Put Option Price. In addition to and without limiting the foregoing, Investor shall be entitled to indemnification by the Company in accordance with Clause 9.
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Sources: Share Subscription Agreement (Lotus Technology Inc.)
Investor Put Option. 6.1 Subject to and after In the Closingevent any Triggering Condition (as defined below) occurs, then from the date such Triggering Condition occurs (a “Triggering Date”), each 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 any Triggering Date and before the date that is six of a Qualified IPO (6) months following the Closing “Expiration Date; or
(e) ”), to require the third (3rd) anniversary Founder to purchase all or any portion of the Closing Series B Preferred Shares held by such Investor at a per share purchase price equal to 105% of the per share purchase price paid by such Investor pursuant to the Series B Purchase Agreement. In the event that any Investor desires to exercise its right pursuant to this Section 10.2, it shall, no later than the Expiration 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 give written notice (together with reasonable supporting documentation relating thereto) of such occurrence to Investor within five (5) Business Days of such occurrence (the a “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”) thereof 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, Founder and the Company shall be obliged to, within thirty (30) calendar days of receipt, acquire describing the number of Subscription Series B Preferred Shares that is specified in to be sold to the Put Option Exercise Notice Founder by such Investor (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”). For purposes of this Section 10.2, a “Triggering Condition” includes any of the following:
(i) at a price equal the obligations of the Founder and Co-Founders pursuant to Section 10.1 have not been met on or prior to the Agreed Return twelve (12) month anniversary of the “Put Option Price”).date hereof,
6.4 On the Put Option Completion Date, (aii) the Company shall procure the payment of the Put Option Price to Investor, and (b) Investor shall deliver to WFOEs are not wholly owned by the Company all necessary certificates representing valid title to the Put Option Shares and such other documents as may be reasonably necessary or appropriate to effect the transfer of the Put Option Shares to the CompanyOctober 1, 2007,
(ciii) the Company shall be permitted to withdraw, and Investor shall cause to be released, all Treasury Bonds and/or Treasury Bills from the Restricted Securities Account and all the cash collateral from the Restricted Cash Account, and (d) Investor shall, at the reasonable request and sole cost of the Company, promptly execute any documents (or procure that its nominees execute any documents) or take whatever action is reasonably necessary to release, reassign or discharge (as appropriate) the Security Assets Audited Financials (as defined in the Account Security Series B Purchase Agreement) provided by the Company to the Investors have not been provided as of the six (6) month anniversary of the date hereof, or the Audited Financials differ materially and adversely from the Charged Property Unaudited Pro Forma Financials (as defined in the Cash Account ChargeSeries B Purchase Agreement, and including any notes included therein) from covering the Securitysame period,
(iv) any claim or demand of a third party with respect to any non-competition obligation of the Founder arises and has or may reasonably be expected to have, a Material Adverse Effect with respect to the Company,
(v) the Founder’s full-time employment with the Company is terminated at any time prior to the five (5) year anniversary of the date hereof, unless such termination is made by the Company without cause, or
(vi) there is any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by the Company under (a) Section 3.10 or Section 3.12 of the Series B Purchase Agreement regarding Leases (as defined in the manner set out in the Security Documents; provided that, the foregoing clauses Series B Purchase Agreement) or (b) Section 3.4 of the Series B Purchase Agreement, which, individually or in the aggregate, results in, or which may reasonably be expected to (d) shall be subject result in, a Material Adverse Effect with respect to the payment of Company. Notwithstanding the foregoing, in case an Investor exercises his Put Option Price to Investor. In the event the Company fails to (x) procure the payment of the Put Option Price to Investor, or (y) complete the purchase of the Put Option Shares, Investor shall have the recourse as set out in Clause 10 below.
6.5 For the avoidance of doubt, whether or not under this Section 10.2 and the Put Option has lapsed with respect to a particular Put Option Trigger Event, in the event of occurrence of another Put Option Trigger Event and provided that Investor has not exercised the Put Option with respect to any of the Subscription Shares, the Put Option shall be deemed to be reinstated with respect to such other Put Option Trigger Event been consummated in accordance with the terms hereof, such Investor shall have no right to any indemnification pursuant to Section 9.1 of this Clause 6; provided thatthe Series B Purchase Agreement. In case an Investor seeks and receives indemnification from the Company pursuant to Section 9.1 of the Series B Purchase Agreement with respect to any Triggering Condition, if such Investor has not exercised any shall have no right to exercise its Put Option by serving the Put Option Exercise Notice by the date that falls thirty (30) calendar days after the third (3rd) anniversary of the Closing Date (which date may be extended by the Company subject to Investor’s prior written consent), Investor shall no longer be entitled to exercise any Put Option set out in this Clause 6 (the “Put Option Expiration Date”).
6.6 The Parties agree that the Company shall have the right to nominate one (1) or more third-party investors to acquire the Subscription Shares to be sold by Investor in accordance with this Clause 6, subject Section 10.2 with respect to the applicable sanctions and anti-bribery laws or regulations and Investor’s prior written consent (in its sole and absolute discretion). Nothing in this Clause 6.6, including the Company’s nomination of any third-party investor or Investor’s written consent thereto, shall relieve the Company of any of its obligations under this Clause 6 in any respect. In the event that such third-party investor nominated by the Company and consented to by Investor in writing fails to (x) procure payment of the Put Option Price to Investor, or (y) complete the acquisition of the Put Option Shares from Investor, within thirty (30) calendar days of receipt by the Company of the Put Option Exercise Notice, Investor shall have the recourse as set out in Clause 10 belowTriggering Condition.
6.7 If the Company, any intermediary or any third-party investor nominated by the Company is required or entitled to deduct or withhold, from the payment of the Put Option Price to Investor, in connection with Investor’s exercise of the Put Option, any Tax, the Company shall pay (or procure such third-party investor to pay) on demand from Investor such additional amounts as shall be required so that the net amount received by Investor after such deduction or withholding shall equal the Put Option Price. In addition to and without limiting the foregoing, Investor shall be entitled to indemnification by the Company in accordance with Clause 9.
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