Put Arrangements Clause Samples

A Put Arrangements clause gives one party the right to require another party to purchase certain assets, shares, or interests at a predetermined price or under specified conditions. In practice, this clause is often used in joint ventures or shareholder agreements, where a minority shareholder may want the option to exit the investment by selling their stake to the majority shareholder or the company itself. The core function of this clause is to provide an exit mechanism and liquidity for parties, ensuring that they have a clear and enforceable way to divest their interests if certain events occur or conditions are met.
Put Arrangements. (a) At any time following the fifth anniversary of the date hereof each holder of Investor Shares shall have the right to require the Company to repurchase all or any portion of the such holder's Investor Shares at the Put Price (the "PUT") by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof to be purchased (the "PUT NOTICE"). The right to exercise the Put shall inure to the benefit of all transferees of the Investor Shares (other than transferees in a Public Sale). (b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERS") shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty (20) days after the determination of the Put Price, the Company shall purchase and the Requesting Holders shall sell the amount of such Requesting Holder's Investor Shares specified in the Put Notice at a mutually agreeable time and place (the "PUT CLOSING"). Upon receipt of any Put Notice, any other holder of Investor Shares may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting Holder. (c) At the Put Closing, the Requesting Holders shall deliver to the Company certificates and other instruments (if any) representing the Investor Shares to be repurchased by the Company, and the Company shall deliver to the Requesting Holders the Put Price by cashier's or certified check payable to the Requesting Holders or by wire transfer of immediately available funds to an account designated by the Requesting Holders; provided that if, as the result of the payment in cash of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence o...
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Put Arrangements. The Put. At any time after the Put Trigger Date, Purchasers holding 33% of the Investor Common Stock shall have the right to Put any or all of the Investor Common Stock held by such Purchasers at the Put Price by delivering the Put Notice; provided, however, that no Purchaser shall have the right to Put an amount of Investor Common Stock which is less than 25% of the amount of Investor Common Stock held by such Purchaser on the date hereof after giving effect to the Tranche I Closing or to deliver any Put Notice within six months of the delivery of any previous Put Notice. Within five days after receipt of a Put Notice, the Company shall deliver the Exercise Notice to all other Purchasers. Each Purchaser receiving an Exercise Notice may request to participate in the Put by delivering a Participation Notice to the Company within five days after receipt of the Exercise Notice. The right to exercise the Put will inure to the benefit of all transferees of the Investor Common Stock.
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Put Arrangements. 33 7A. The Put ..................................................... 33 7B. Put Closing ................................................. 34 7C.
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Put Arrangements. (a) During the Put Periods (as hereinafter defined), O Member shall have the right for any reason to require the Company to repurchase all, but not less than all, of its interest in the Company at the Put Price (as hereinafter defined) (the "Put") by delivering a written notice to the Company (the "Put Notice"). For purposes hereof, the "Put Periods" shall mean the period between March 1 and March 15 and the period between September 1 and September 15 of each year, provided the period begins six (6) months or more after the date of this Agreement. (b) Upon the delivery of the Put Notice, the Company, G Member and O Member shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof within ten (10) business days after the determination of the Put Price, the Company shall purchase and O Member shall sell its interest in the Company at a mutually agreeable time and place (the "Put Closing"). (c) At the Put Closing, the Company shall deliver to O Member the Put Price by cashier's or certified check payable to O Member or by wire transfer of immediately available funds to an account designated by O Member. For purposes hereof, the "Put Price" shall mean the "Net Book Value Interest" of O Member's interest in the Company. For purposes of this Agreement, the "Net Book Value Interest" of a Member shall mean a Member's capital account balance, adjusted for profits and losses of the Company realized as of such date and allocable to such Member to the extent not already factored into the capital account balance of such Member.
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Put Arrangements. (a) The Investor shall have the right (such right, the "Put") to require the Company at any time with at least 90 days prior written notice (the "Put Notice"), to repurchase effective as of the third anniversary of the date hereof or any time thereafter, all, but not less than all, of the Shares held by the Investor at the time of such repurchase at a price equal to the Redemption Price as of the third anniversary of the date hereof (the "Put Price"); provided, the Investor may exercise the Put at the Put Price at any time after an Organic Change upon delivering the Put Notice. (b) If the Put Notice has been timely delivered the Company shall, on or after the third anniversary of the date hereof, purchase and the Investor shall sell all of the Shares owned by the Investor at the time of such repurchase at the Put Price (the "Put Closing").
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Put Arrangements. (a) At any time during each Put Exercise Period (as defined below), if the Company's actual Adjusted EBITDA is less than 80% of the Adjusted EBITDA targets set forth in a separate writing delivered at the closing of the Asset Purchase Agreement by signature of an officer of Zecal and countersigned by a LZ Director (for either the year ended December 31, 2001, the year ended December 31, 2002 or the two year period ended December 31, 2002), the holders of Preferred Company Interests (other than HTI or any of its Affiliates) shall have the right (but not the obligation) to require HTI to repurchase all or any portion of such holder's Preferred Company Interests at the Put Price (the "Put") by delivering a written --- notice to HTI specifying the amount of Preferred Company Interests to be purchased (the "Put Notice"). Each "Put Exercise Period" shall be the 90- ---------- ------------------- day period
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Put Arrangements 
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Related to Put Arrangements

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • PAYMENT ARRANGEMENTS If the Distributor is required to indemnify the Trader under section 46A of the Consumer Guarantees Act 1993, the Distributor must promptly pay the Trader the amounts due under that Act.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits ▇▇▇ ▇▇▇▇ (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Escrow Arrangements (a) The Parties agree that an aggregate amount equal to ten percent (10%) of the Aggregate Purchase Price, as apportioned among the Selling Shareholders as set out in Column 5 of Schedule II (including Appendix A thereto) (the “Tax Escrow Amount”), shall be deducted from the Aggregate Purchase Price payable at Closing and deposited in an escrow account (the “Tax Escrow Account”) at the Closing pursuant to an escrow agreement (the “Escrow Agreement”) to be entered into among JPMorgan Chase Bank, N.A. (the “Escrow Agent”), Purchaser and the Shareholders Representative. Purchaser and the Shareholders Representative shall enter into the Escrow Agreement with the Escrow Agent as promptly as practicable following the date hereof. Any administrative fees and expenses of the Escrow Agent (“Tax Escrow Fees”) will be paid using funds distributed from the Tax Escrow Account (for the avoidance of doubt, each Selling Shareholders’ obligation to the Tax Escrow Fees shall be several but not joint). The Tax Escrow Fees will be allocated among each of the Selling Shareholders in accordance with its Seller Pro Rata Share thereof. After a Selling Shareholder (or Purchaser, on behalf of such Selling Shareholder) has filed the Tax Returns in accordance with Section 7.08, the relevant Tax Escrow Amount allocated to such Selling Shareholder (net of such Selling Shareholder’s allocated portion of the Tax Escrow Fees) shall be (and Purchaser shall deliver written instructions to instruct the Escrow Agent to cause the relevant Tax Escrow Amount to be): (i) released and paid to the Relevant PRC Tax Authority to settle any Selling Tax of such Selling Shareholder directly from the Tax Escrow Account pursuant to written instruction by Purchaser to the Escrow Agent, subject to the prior written consent of such Selling Shareholder or the Shareholders Representative, within five (5) Business Days after Purchaser has received an explanation letter prepared by the Qualified Tax Advisor together the account details of the tax collection account of such Relevant PRC Tax Authority, with any balance remaining out of such relevant portion of the Tax Escrow Amount to be concurrently released and distributed to such Selling Shareholder within ten (10) Business Days thereafter, (ii) released and distributed to such Selling Shareholder within ten (10) Business Days after Purchaser has received the tax payment receipt (“税收缴款书” in Chinese) or such other adequate evidence to its reasonable satisfaction that such Selling Shareholder has fully paid the relevant Selling Tax, or (iii) released and distributed to such Selling Shareholder within ten (10) Business Days after Purchaser has received adequate evidence to its reasonable satisfaction that no such Taxes are required to be paid by such Selling Shareholder in connection with the Transactions. (b) The Parties further agree that an aggregate amount equal to nine percent (9%) of the Aggregate Purchase Price, as apportioned among each Selling Shareholder as set out in Column 6 of Schedule II (including Appendix A thereto) (the “Audit and Indemnity Escrow Amount”), shall be deducted from the Aggregate Purchase Price payable at Closing and deposited in an escrow account (the “Audit and Indemnity Escrow Account”) at the Closing pursuant to the Escrow Agreement. Any administrative fees and expenses of the Escrow Agent (“Audit and Indemnity Escrow Fees”) will be paid using funds distributed from the Audit and Indemnity Escrow Account (for the avoidance of doubt, each Selling Shareholders’ obligation to the Audit and Indemnity Escrow Fees shall be several but not joint). The Audit and Indemnity Escrow Fees will be allocated among each of the Selling Shareholders in accordance with its Seller Pro Rata Share thereof. The Escrow Agent shall make disbursements from the Audit and Indemnity Escrow Account pursuant to written instruction by Purchaser to the Escrow Agent in accordance with Section 2.05 and Section 9.04.