Put and Call Option Sample Clauses
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Put and Call Option. (OFFERS ONLY) If you wish to participate in the scheme by way of a share offer this document must be completed and returned together with the acceptance form and the security agreement. THIS AGREEMENT is made the day of 199[ ] between ("the Beneficiary") AND [ ], trustees of the MIH Limited Share Trust ("the Trustees") pursuant to which and in consideration of the mutual covenants contained herein the Beneficiary and the Trustees agree that:
1. terms used in this Agreement shall, unless the context otherwise required, have the meanings ascribed to them in the Deed constituting the MIH Limited Share Trust ("the Scheme");
2. the Beneficiary shall not sell, transfer or otherwise dispose of any of his Scheme Shares, nor shall he pledge, hypothecate or otherwise encumber such scheme shares, except as set out in the Security Agreement, clauses 22 and 26.2 of the Scheme and in this Agreement;
3. the Beneficiary hereby grants the Trustees an option (the "Call Option") to purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _______________________ 199_ in accordance with the terms set out in this Agreement;
4. the Trustees hereby grant the Beneficiary an option (the "Put Option") to require that the Trustees purchase the Scheme Shares acquired by the Beneficiary pursuant to the Offer dated _________________________ 199_ in accordance with the terms and conditions set out in this Agreement;
5. the Put Option may, subject to 11 below, be exercised by the Beneficiary in respect of any Scheme Shares for which the full Purchase Price has been paid. Where a Put Option is exercised, the purchase price payable by the Trustees for the Scheme Shares which are the subject of the Put Option ("Put Shares") shall be the Market Value thereof as at the date on which the Put Option is exercised;
6. the Call Option may, subject to 7, 8 and 10.2 below, be exercised by the Trustees following the occurrence of any of the following events:
6.1. subject to clause 20.2 of the Scheme, the Beneficiary ceasing to be an Employee for any reason whatever, or
6.2. the non-payment by the Beneficiary of any amounts which are due and owing to the Trustees pursuant to the Scheme;
6.3. the Beneficiary entering into an arrangement with his creditors or being declared bankrupt; or
6.4. a resolution of the Trustees to terminate the Scheme in consequence of a determination by the Trustees that there has been a change of control in respect of the Company as is referred to in ...
Put and Call Option. 9.1. We may require you to transfer your rights in this Agreement to us (or our nominee) by us giving you 20 Working Days’ notice if:
9.1.1. any moneys owing to us are more than 20 Working Days in arrears;
9.1.2. any of clauses 1.5, 1.6, 1.9, 5.2, 6.5 or 8.1 above or either of clauses 12.3 or 12.5 below apply;
9.1.3. you refuse to perform your obligations under this Agreement; or
9.1.4. the Property is compulsory acquired by a Government Authority.
9.2. Subject to clause 9.3 below, you (or your Bank in accordance with clause 6.2.2 above) may require us (or our nominee) to acquire your rights in this Agreement from you at any time by giving us 20 Working Days’ notice.
9.3. During the first 3 years of your occupation of the Property, you may only serve notice on us under clause 9.2 above if clause 1.5 above applies or if we agree to allow you to serve notice on us during this initial term due to you suffering undue financial hardship (the Bank may still serve notice at any time if it is enforcing its rights).
9.4. Within 20 Working Days of the Exercise Date we must complete settlement with you (or your executors) by making payment of the Reversion Price in accordance with clause 9.6 below. You must provide a registerable transfer of your interest in this Agreement to us or our nominee together with a registerable discharge of any mortgage registered against your interest in this Agreement to us contemporaneously with us making payment in accordance with clause 9.6.
Put and Call Option. 6.1 In the event that the Board passes a resolution on a matter that is not a Reserved Matter, and no Alfa Directors have voted in favour of such resolution (including, without limitation, because the Alfa Directors voted against such resolution, abstained from voting, or were not present at the relevant Board meeting) then Alfa shall have the option to require Cukurova to purchase all of Alfa's CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares held by Alfa at the time.
6.2 In the event that any member of the board of directors or equivalent management body ("Defaulting Officer") of any CTH Group Member casts any vote or takes any action in respect of a matter that is in contradiction to the approach agreed to by Alfa and Cukurova with respect to such matter (as documented in resolutions duly adopted by the Board of CTH) (a "Default") and such Defaulting Officer, or the Shareholder that appointed such Defaulting Officer, does not remedy such Default within 45 days of its occurrence (the "Cure Period") and:
(A) whilst there shall remain outstanding any amount of principal or any interest thereon under the Financing Agreements, Alfa or, as the case may be, Cukurova shall (if it was not the party which appointed the Defaulting Officer ("the Innocent Party" and the other of them being the "Defaulting Party")) have the option (the "Call Option") to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's CTH Shares, and to procure the sale of all of its Affiliates' CTH Shares, for an amount equal to the Buy-Out Price; or
(B) if the obligations under the Financing Agreements (including the payment of all accrued interest on any principal thereunder) shall have been discharged, then the Innocent Party in its sole discretion (a) shall have the option (the "Put Option") to require the Defaulting Party to buy all of the Innocent Party's (and its Affiliates') CTH Shares for an amount equal to the Option Price multiplied by the number of CTH Shares to be sold or (b) have the option to require the Defaulting Party to sell to the Innocent Party all of the Defaulting Party's CTH Shares, and to procure the sale of all its Affiliates' CTH Shares, for an amount equal to the Buy-Out Price.
6.3 A Put Option or, as the case may be, a Call Option shall be exercisable by written notice from the exercising Shareholder to the other Shareholder (an "Option Notice") during a period of 30 days commencing from, (i...
Put and Call Option. 10.1 We may require you to transfer your rights in this Agreement to us (or our nominee) by us giving you an Exercise Notice if:
(a) any amounts you owe to us are more than 20 Working Days in arrears;
(b) any of clauses 2.5, 2.6, 2.9, 6.2, 7.5 or 9.1 above or either clauses 13.3 or
Put and Call Option. The call option contract allows the retailer to decrease the initial order quantity. On the other hand, the put option contract allows the retailer to increase the initial order quantity. Those options are used to deal with the risk of excess or shortage of inventory due to uncertainty of demand. It is needed to understand that the put and call option is the right but not obligation to increase or decrease the initial order. Hence, to deal with all possible scenarios both put and call options should be adopt.
Put and Call Option. 3.1 Subject to:
(a) the Tender Offer becoming unconditional in all respects and not being terminated in accordance with this agreement or the Circular; and
(b) Stifel being registered within CREST as the holder of the Tendered Shares:
(i) the Company hereby grants to Stifel an option to require the Company to purchase the Tendered Shares from Stifel (the Put Option); and
(ii) in the event that Stifel does not deliver a Put Option Exercise Notice during the Put Option Period, Stifel hereby grants to the Company an option to require Stifel to sell the Tendered Shares to the Company (the Call Option), in each case, on the terms of this agreement.
3.2 Subject to clause 3.4, notice to exercise the Put Option may be given at any time following Stifel being registered within CREST as the holder of all (but not part only) of the Tendered Shares and during the period commencing at the Unconditional Time (or such other time or date as the parties agree) and ending at 3.00 p.m. on the Unconditional Date (or such other time or date as the parties agree) (the Put Option Period) in respect of all (but not part only) of the Tendered Shares, by way of written notice from Stifel to the Company in the form set out in Schedule 1 to this agreement (the Put Option Exercise Notice). For the avoidance of doubt, any announcement by, or on behalf of, the Company of the number of Tendered Shares prior to the Closing Date shall not constitute the announcement of the results of the Tender Offer.
3.3 Subject to clause 3.4, notice to exercise the Call Option may be given at any time during the period commencing from the end of the Put Option Period (or such other time or date as the parties agree) and ending on 5.00 p.m. on the Unconditional Date (or such other time(s) or date(s) as the parties agree) (the Call Option Period) in respect of all (but not part only) of the Tendered Shares, by way of written notice from the Company to Stifel in the form set out in Schedule 2 to this agreement (the Call Option Exercise Notice).
3.4 Following service of a Put Option Exercise Notice pursuant to clause 3.2 or a Call Option Exercise Notice pursuant to clause 3.3, no further Put Option Exercise Notice or Call Option Exercise Notice may be served. TABLE OF CONTENTS
3.5 Completion of the sale and purchase of the Tendered Shares pursuant to the exercise of the Put Option or the Call Option (as applicable) (Completion) shall occur as soon as is reasonably practicable following completion o...
Put and Call Option. 9.1. We may require you to transfer your rights in this Agreement to us (or our nominee) by us giving you 20 Working Days’ notice if:
9.1.1. any moneys owing to us are more than 20 Working Days in arrears;
9.1.2. any of clauses 1.5, 1.6, 1.9, 5.2, 6.6 or 8.1 above apply;
9.1.3. you refuse to perform your obligations under this Agreement; or
9.1.4. the Property is compulsory acquired by a Government Authority.
9.2. Subject to clause 9.3 below, you (or your Bank in accordance with clause 6.2.2 above) may require us (or our nominee) to acquire your rights in this Agreement from you at any time by giving us 20 Working Days’ notice.
9.3. During the first 3 years of your occupation of the Property, you may only serve notice on us under clause 9.2 above if clauses 1.5 or 1.6 above apply or if we agree to allow you to serve notice on us during this initial term due to you suffering undue financial hardship.
9.4. Within 20 Working Days of the Exercise Date we must pay you (or your executors) the Reversion Price. You must provide a registerable transfer of your interest in this Agreement to us or our nominee together with a registerable discharge of any mortgage registered against your interest in this Agreement to us contemporaneously with us making payment of the Reversion Price. If required by your Bank, we will pay the Reversion Price directly to your Bank.
Put and Call Option. 4.1 Subject to the provisions of Chapter 6 and Section 5, on the occurrence of the Specified Event: 4.
1.1 The company shall be entitled to purchase the Shares from the Vendor at the Purchase Price; and 4.
1.2 The Vendor shall be entitled to require the Company to purchase the Shares from the Vendor at the Purchase Price.
Put and Call Option. 2.6.1. Within the sixty-day period following the filing by SCC of its Annual Report on Form 10-K for the calendar year ended December 31, 2010 (the "Put-Call Period") ▇▇. ▇▇▇▇▇▇▇▇ shall have the option to require SCC to purchase (the "Put,") and SCC shall have the option to require ▇▇. ▇▇▇▇▇▇▇▇ to sell (the "Call,") ▇▇. ▇▇▇▇▇▇▇▇'▇ remaining 8.33% member's interest in RHB LLC for a total price equal to 8.33% of the product of six times the simple average of the annual EBITDA of RHB LLC for the calendar years 2008, 2009 and 2010.
2.6.2. For purposes of the foregoing, "EBITDA" means the net income of RHB LLC and its consolidated subsidiaries for a given fiscal year determined in accordance with GAAP —
Put and Call Option. SI hereby grants to the Purchaser the option to acquire the 4 275 shares which SI shall hold in the capital of the Company following Completion for a price of FRF 1 425 000, being FRF 333.33 per share, payable on transfer. SI also grants to the Purchaser the option to purchase any additional shares which it may have acquired at the date of exercise of the option subject to article 8.3