Optional Put Clause Samples
An Optional Put clause grants one party the right, but not the obligation, to require the other party to purchase a specified asset or interest at a predetermined price or under certain conditions. In practice, this means that if certain events occur—such as a change in control, default, or at the holder's discretion—the holder can compel the counterparty to buy back shares, bonds, or other assets. This clause provides the holder with flexibility and a guaranteed exit strategy, thereby managing risk and ensuring liquidity in uncertain or changing circumstances.
Optional Put. (a) Each Holder shall have the right, at the Holder's option, but subject to the provisions of this Section 4.1, to require the Company to purchase, and upon the exercise of such right, the Company shall purchase, all of such Holder's Notes not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof, as directed by such Holder pursuant to this Section 4.1, on each of March 15, 2011, March 15, 2014 and March 15, 2019 (each a "PURCHASE DATE"). The Company shall be required to purchase such Notes at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest, Additional Amounts and Additional Interest, if any, to, but excluding, the Purchase Date (the "PURCHASE PRICE"). In the event that a Purchase Date is a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest, Additional Amounts and Additional Interest, if any, to the Holder of the repurchased Note and not the Holder on the Regular Record Date.
(b) The Company shall pay the Purchase Price with respect to Notes to be purchased pursuant to this Article IV as of the first Purchase Date wholly in cash; however, it may elect with respect to either or both of the two remaining Purchase Dates to pay the Purchase Price in respect of Notes to be purchased pursuant to this Section 4.1 as of such Purchase Date, in cash or Common Stock, or in any combination of cash and Common Stock, subject to the conditions set forth in Section 4.1(d). The Company shall designate, in the Company Notice delivered pursuant to this Section 4.1(b), whether the Company will purchase the Notes for cash or Common Stock, or, if a combination thereof, the percentages of the Purchase Price of Notes in respect of which it will pay in cash and Common Stock; provided that the Company shall pay cash for fractional interests in shares of Common Stock, and it shall pay any accrued and unpaid interest, Additional Amounts and Additional Interest on such Notes in cash. Each Holder whose Notes are purchased pursuant to this Section 4.1 shall receive the same percentage of cash and/or Common Stock in payment of the Purchase Price for such Notes, except as provided in Section 4.1(d) with regard to the payment of cash in lieu of fractional interests in shares of Common Stock. The Company may not change its election with respect to the con...
Optional Put. Prior to the termination of the Option in accordance with Section 11 hereof, if the Option has become exercisable pursuant to Section 1(b) hereof and pursuant to the second sentence of this Section 9, Optionee shall have the right, upon three (3) business days' prior written notice to the Company, to require the Company to purchase the Option from Optionee (the "PUT RIGHT") at a cash purchase price (the "PUT PRICE") equal to the product determined by multiplying (A) the number of Optioned Shares as to which the Option has not yet been exercised by (B) the Spread (as defined below). As used herein, the term "SPREAD" shall mean the excess, if any, of (i) the greater of (x) the highest price (in cash or fair market value of securities or other property) per share of Company Common stock paid or to be paid within twelve (12) months preceding the date of exercise of the Put Right for any Company Common Stock beneficially owned by any Person who shall have acquired or become the beneficial owner of 20% or more of the outstanding shares of Company Common Stock after the date hereof or (y) the weighted (by volume of shares traded each day during the measurement period described herein) average closing price of the Company Common Stock during the 15-day period ending on the trading day immediately preceding the written notice of exercise of the Put Right over (ii)
Optional Put. On December 15, 2008, March 15, 2010, December 15, 2014, December 15, 2019, December 15, 2024 and December 15, 2029 (each, an “Optional Repurchase Date”), each Holder shall have the right (each, an “Optional Repurchase Right”), at the Holder’s option, to require the Company to repurchase, and upon the exercise of such right the Company shall repurchase, all of such Holder’s Debentures not theretofore called for redemption, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to Section 11.3 (provided that no single Debenture may be repurchased in part unless the portion of the principal amount of such Debenture to be Outstanding after such repurchase is equal to $1,000 or an integral multiple thereof), at a purchase price in cash equal to 100% of the principal amount of the Debentures to be repurchased plus accrued and unpaid Interest, including Contingent Interest, if any, on such Optional Repurchase Date (the “Optional Repurchase Price”).
Optional Put. 30 Section 4.2 Effect of Purchase Notice; Withdrawal of Purchase Notice................................................ 33 Section 4.3 Deposit of Purchase Price............................. 33 Section 4.4 Notes Purchased in Part............................... 34 TABLE OF CONTENTS (continued)
Optional Put. Prior to the termination of the Option in accordance with Section 12 hereof, if the Option has become exercisable pursuant to Section 2(b) hereof and pursuant to the second sentence of this Section 10, Optionee shall have the right, upon three (3) business days' prior written notice to the Company, to require the Company to purchase the Option from Optionee (the "PUT RIGHT") at a cash purchase price (the "PUT PRICE") equal to the product determined by multiplying (A) the number of Optioned Shares as to which the Option has not yet been exercised by (B) the Spread (as defined below). As used herein, the term "SPREAD" shall mean the excess, if any, of (i) the greater of (x) the highest price (in cash or fair market value of securities or other property) per Company Ordinary Share (whether or not evidenced by ADRs) paid or to be paid within twelve (12) months preceding the date of exercise of the Put Right for any Company Ordinary Shares (whether or not evidenced by ADRs) beneficially owned by any Person who shall have acquired or become the beneficial owner of 20% or more of the outstanding Company Ordinary Shares (whether or not evidenced by ADRs) after the date hereof or (y) the weighted (by volume of shares represented by ADRs traded each day during the measurement period described herein) average closing price of the Company Ordinary Shares (evidenced by ADRs) during the 15-day period ending on the trading day immediately preceding the written notice of exercise of the Put Right over (ii)
Optional Put. Prior to the termination of the Option in accordance with Section 19, if any event set forth in Section 2(a)(iii) has occurred and the other conditions set forth in Section 2(a) are met, Parent shall have the right, upon three business days' prior written notice to the Company, to require the Company to purchase the Option from Parent (the "Put Right") at a cash purchase price (the "Put Price") equal to the product determined by multiplying (A) the number of Optioned Shares as to which the Option has not yet been exercised by (B) the Spread (as defined below). As used herein, the term "Spread" shall mean the excess, if any, of (i) the greater of (x) the highest price (in cash or fair market value of securities or other property) per share of Company Common Stock paid or to be paid within 12 months preceding the date of exercise of the Put Right for any shares of Company Common Stock beneficially owned by any Person who shall have acquired or become the beneficial owner of 20% or more of the outstanding shares of Company Common Stock after the date hereof or (y) the average of the last reported sales prices on NASDAQ of the Company Common Stock during the five trading days immediately preceding the written notice of exercise of the Put Right over (ii)
Optional Put. (a) Securities shall be purchased by the Company, at the option of any Holder thereof, in accordance with the provisions of paragraph 6 of the Securities on March 1 of 2015, 2020, 2025 and 2030 (each, a "PURCHASE DATE") at a purchase price in cash equal to 100% of the principal amount of those Securities, plus accrued and unpaid interest (including Contingent Interest, if any, and Additional Interest, if any) to, but not including, the Purchase Date (the "PURCHASE PRICE"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 4.1(c).
Optional Put. (i) Securities shall be repurchased by the Company, at the option of the Holder thereof, on February 15, 2019 and February 15, 2022 (each, a “Repurchase Date”), at a repurchase price in Cash equal to 100% of the Accreted Principal Amount of the Securities to be repurchased plus accrued and unpaid interest, if any (including Additional Interest, if any), to, but excluding, such Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(a)(iii), provided, however, that any such accrued and unpaid interest, if any (including Additional Interest, if any), will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding Regular Record Date.
Optional Put. 30 Section 4.2. Effect of Purchase Notice; Withdrawal of Purchase Notice.............................. 33 Section 4.3. Deposit of Purchase Price............................................................. 33 Section 4.4. Certificated Securities Purchased in Part............................................. 34 Section 4.5. Covenant to Comply With Securities Laws Upon Purchase of Notes........................ 34 Section 4.6. Repayment to the Company.............................................................. 34 Section 4.7. No Purchase Upon Event of Default..................................................... 34
Optional Put. (i) Securities shall be repurchased by the Company, at the option of the Holder thereof, on November 15, 2013, November 15, 2016 and November 15, 2021 (each, a “Repurchase Date”), at a repurchase price in cash equal to 100% of the principal amount of the Securities to be repurchased (without premium or penalty) plus accrued and unpaid interest, if any to, but excluding, such Repurchase Date (the “Repurchase Price”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 3.08(A)(iii), provided, however, that any such accrued and unpaid interest, if any, will be paid not to the Holder submitting the Security for repurchase on the relevant Repurchase Date but instead to the Holder of record at the close of business on the corresponding record date.
(ii) No later than 20 Business Days prior to each Repurchase Date, the Company shall mail a written notice of the repurchase right under Section 3.08(A)(i) (a “Purchase Offer”) by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of notice to be completed by the Holder and returned to the Company in the event that the Holder elects such right to such repurchase and shall briefly state, as applicable: