Put Option Clause Samples
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Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.
6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamen...
Put Option. In the event of a Prohibited Transfer by a Principal Shareholder, a Holder shall have the right (but shall not be obligated) to sell, to the Principal Shareholder who made the Prohibited Transfer, a number of Common Shares (either directly or through conversion of Preferred Shares) equal to the number of Shares that the Holder would have been entitled to transfer to the proposed purchaser in the Prohibited Transfer pursuant to this Section 15, assuming the Holder elected to exercise its co-sale rights under Section 15.2 to their fullest extent. Such sale shall be made on the following terms and conditions:
15.6.1 The price per share at which the Shares are to be sold to any such Principal Shareholder shall be equal to the price per share paid by the purchaser to such Principal Shareholder in the Prohibited Transfer. Such Principal Shareholder shall also reimburse the Holder for any and all reasonable fees and expenses, including attorneys’ fees and expenses, incurred pursuant to any exercise of the Holder’s rights under this Section 15.6.
15.6.2 Within 90 days after the earlier of the dates on which the Holder (i) received notice from such Principal Shareholder of the Prohibited Transfer, or (ii) otherwise obtained actual knowledge of the Prohibited Transfer, the Holder shall, if exercising the put option created hereby, deliver to such Principal Shareholder the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for transfer. The failure of the Holder to exercise the put option in such 90-day period shall constitute a waiver of the Holder’s right under this Section 15.6.
15.6.3 Such Principal Shareholder shall, upon receipt of the certificate or certificates for the Shares to be sold by the Holder, pursuant to Section 15.6.2, pay the aggregate purchase price therefor and the amount of fees and expenses reimbursable under Section 15.6.1, by check or wire transfer made payable to the order of the Holder.
Put Option. (a) If either:
(i) the Founder or Merry Circle is in breach of its obligations under Sections 12.4 or 12.5 of this Agreement; or Clauses 10.4 or 10.5 of the Second Amended and Restated Shareholders’ Agreement or in breach of the deed of non-competition executed by the Founder in favor of PHK and Posterscope Advertising Limited and such breach is not cured by the Founder or Merry Circle (where applicable) within thirty (30) days after receipt by the Founder or Merry Circle (where applicable) of written notice of such breach issued by Aegis (each an “Aegis-▇▇▇▇ Option Event”); or
(ii) (y) the Company is in material breach of any provision under Sections 12.4(b) or 12.6 of this Agreement, Clause 6.6.1 of the PHK JV Agreement, Clauses 10.4(b) or 10.6 of the Second Amended and Restated Shareholders’ Agreement or Clause 4.2 of the PHK Shareholders’ Agreement or if the Company or Media Port is in breach of Clause 6.5 or 6.6 of the PHK JV Agreement, and such material breach is not cured by the Company within thirty (30) days after the Company’s receipt of written notice of such material breach issued by Aegis; or (z) the 2010 Net Income shall be less than Nineteen Million U.S. Dollars (US$19,000,000) (each an “Aegis-Company Option Event”). Upon the happening of an Aegis-Company Option Event or an Aegis-▇▇▇▇ Option Event, the Founder and Merry Circle, or the Company, as the case may be, shall immediately notify in writing Chaview and Aegis of the happening of such event. Subject to Section 12.7(f) below, Aegis shall have the option (the “Aegis Put Option”), but not the obligation, to require (i) the Founder, in the case of an Aegis-▇▇▇▇ Option Event or (ii) the Company, in the case of an Aegis-Company Option Event (the “Relevant Buyer”), to purchase from Aegis such number of shares in the Company held by Aegis or its Affiliates as Aegis may determine at the price per share equal to the price per share paid by Aegis for the Subscribed Shares under this Agreement (subject to (i) any adjustment as a result of any share split or consolidation which may have happened in the meantime and (ii) any adjustment pursuant to Section 9.1(d)) (the “Aegis Put Option Notice”)
(b) Subject to the terms and conditions of this Section 12.7, and in the event Aegis exercises the Aegis Put Option by giving the Relevant Buyer notice in writing, Aegis or its Affiliates shall transfer to the Relevant Buyer such number of shares in the Company to be purchased by the Relevant Buyer according ...
Put Option. In the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”), each Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right to sell to such Key Holder Transferor the type and number of shares of the Common Shares equal to the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser under Section 3.4 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:
(a) The price per share at which the shares are to be sold to the Key Holder Transferor shall be equal to the price per share paid by the purchaser to such Key Holder Transferor in such Prohibited Transfer. The Key Holder Transferor shall also reimburse each Preferred Holder and Non-Transferring Key Executive for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereof.
(b) Within sixty (60) days after the date on which a Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive shall, if exercising the option created hereby, deliver to the Key Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer.
(c) Such Key Holder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicable.
(d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the Preferred Holders and Non-Transferring Ke...
Put Option. 2.1 CWC Inc. hereby grants to the Shareholder a put option (the “Put Option”), exercisable at any time on and from the date immediately following the date of completion of the Repatriation SPA (the “Option Exercise Period”), to require CWC Inc. to purchase all of the shares held by the Shareholder in Carve-Out Holdco (the “Relevant Shares”) for a price of £1.00.
2.2 The Put Option may be exercised by the Shareholder giving written notice to CWC Inc. (in the form set out in Schedule 1 to this Deed) of the Shareholder’s intention to exercise the Put Option, and its receipt by CWC Inc. during the Option Exercise Period (the “Option Notice”). An Option Notice may not be withdrawn once given.
2.3 If the Put Option is exercised by the Shareholder then the Shareholder shall sell with full title guarantee and CWC Inc. (or such other person as CWC Inc. may elect by notice to the Shareholder) shall purchase the Relevant Shares free from any Encumbrance and with all rights attached or accruing to them on such date as CWC Inc. shall notify to the Shareholder, which shall be a date falling within 5 Business Days of the Option Notice, and the date on which such sale and purchase is completed shall be the “Option Closing Date”.
Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).
(b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payab...
Put Option. (a) In the event that a Key Holder should Transfer any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.5 of this Agreement (a “Prohibited Transfer”), each Investor, shall have the put option provided below, and such Key Holder 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 such Key Holder 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 2.5 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:
(i) The price per share at which the shares are to be sold to the Key Holder shall be equal to the price per share paid by the purchaser to such Key Holder in such Prohibited Transfer. The Key Holder 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 2.5.
(ii) 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 the Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer.
(iii) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash or by other means acceptable to the Investor.
Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.
(b) If Executive’s Group desires to exercise the Put Right, the members of Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.
Put Option. (a) On the terms and subject to the conditions set forth herein, LGII hereby grants to each BCP Entity and PSIM an irrevocable option (the "Put Option"), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and PSIM) all, but not less than all, of the BCP Common Stock and PSIM Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and PSIM Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and PSIM, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and PSIM Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and PSIM Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and PSIM Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions.
(b) BMAII, as exclusive agent for BCP and PSIM, shall give LGII written notice of exercise of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and the PSIM Common Stock in accordance with the Put Option.
Put Option. Upon the earlier of (i) the closing of a Fundamental Transaction; (ii) an assignment by the Company for the benefit of its creditors, the insolvency of the Company, the inability to pay its debts, or the filing of any petition for voluntary or involuntary bankruptcy or similar proceeding for or against the Company; (iii) (any uncured Event of Default under any of the Transaction Documents; or (iv) the first anniversary of the Initial Exercise Date if no Registration Statement attempting to register the Underlying Shares has been declared effective by the SEC in accordance with Section 12 of the Exchange Act, Holder shall maintain, at its option (but not obligation), the right, upon written notice to the Company, to put this Warrant (or at least what portion remains thereof) back to the Company (the "PUT OPTION") for cash in an amount equal to: the product obtained by multiplying (x) the number of Warrant Shares subject hereto on the date of such notice (the "PUT OPTION DATE") divided by the total number of shares of Common Stock issued and outstanding on the Put Option Date; and (y) the Fair Market Value of the Company (the "PUT OPTION PRICE"). The Put Option Price shall be paid in cash or by wire transmission by the 15th day following Put Option Date. For purposes of this Section 5, "FAIR MARKET VALUE OF THE COMPANY" shall mean the greater of (i) 7 times the Company's total revenue for the 12 months immediately preceding the Put Option Date less interest bearing indebtedness plus cash; (ii) 7 times the Company's total annual revenue for the Company's most recent fiscal year ending prior to the Put Option Date less interest bearing indebtedness plus cash; or (iii) the valuation given in connection with any equity raise commenced or closed prior to the Put Option Date. In the event the Company cannot legally comply with the Put Option or otherwise fails to comply with the terms hereof, upon Holder's election, the Put Option shall automatically become a not▇ ▇▇▇▇ble in the form of the Debenture (of even date herewith entered into by and between these parties) for the Put Option Price at the interest rate and term stated therein, and Company hereby agrees to execute and deliver such debenture or other documents to evidence same.