Common use of Put Options Clause in Contracts

Put Options. In the event of (i) the permanent disability of the Management Stockholder so that he is unable substantially to perform his services as an employee of the Company for an aggregate of 180 days during any twelve-month period or (ii) the death of the Management Stockholder, the Management Stockholder or, in the event of death, the deceased Management Stockholder’s administrator or executor, shall have the option (the “Put Option”), exercisable by the giving of notice thereof to the Company within 120 days of the occurrence of the event giving rise to such Put Option, which, in the case of permanent disability, shall mean the 180th day of inability to perform services as an employee of the Company, to sell to the Company, and the Company upon exercise of such Put Option shall buy from the Management Stockholder or the deceased Management Stockholder’s administrator or executor, as the case may be, all (but not less than all) of the Management Stockholder’s Covered Equity, at a price per share equal to the fair market value of the Covered Equity determined as of the date of repurchase by the Board of Directors of the Corporation in its sole discretion. Such Put Option shall expire if such notice is not given within such 120-day period. The Management Stockholder, or the deceased Management Stockholder’s administrator or executor, shall deliver to the Company certificates representing the Covered Equity, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company on the third business day after notice has been given to the Company or at such other place and time and in such manner as may be mutually agreed to by the Management Stockholder, or the deceased Management Stockholder’s administrator or executor, and the Company. The net proceeds from the purchase of the Covered Equity pursuant to the Management Stockholder Option (the “Put Option Proceeds”) shall be paid by a check, which shall be delivered to the Management Stockholder at the closing of such purchase. The obligations of the Company to purchase the Management Stockholder’s Covered Equity pursuant to this Section 11(c) shall be deferred during any period in which such purchase would not be permitted by applicable law or could cause the Company to be in default under any agreement to which it or its Subsidiaries are a party.

Put Options. In the event of (iI) the permanent disability of the Management Stockholder so that he is unable substantially to perform his services as an employee of the Company for an aggregate of 180 days during any twelve-month period or (iiII) the death of the Management Stockholder, the Management Stockholder or, in the event of death, the deceased Management Stockholder’s 's administrator or executor, shall have the option (the “Put Option”"PUT OPTION"), exercisable by the giving of notice thereof to the Company within 120 days of the occurrence of the event giving rise to such Put Option, which, in the case of permanent disability, shall mean the 180th day of inability to perform services as an employee of the Company, to sell to the Company, and the Company upon exercise of such Put Option shall buy from the Management Stockholder or the deceased Management Stockholder’s 's administrator or executor, as the case may be, all (but not less than all) of the Management Stockholder’s 's Covered Equity, at a price per share equal to the fair market value of the Covered Equity determined as of the date of repurchase by the Board of Directors of the Corporation in its sole discretion. Such Put Option shall expire if such notice is not given within such 120-day period. The Management Stockholder, or the deceased Management Stockholder’s 's administrator or executor, shall deliver to the Company certificates representing the Covered Equity, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company on the third business day after notice has been given to the Company or at such other place and time and in such manner as may be mutually agreed to by the Management Stockholder, or the deceased Management Stockholder’s 's administrator or executor, and the Company. The net proceeds from the purchase of the Covered Equity pursuant to the Management Stockholder Option (the “Put Option Proceeds”"PUT OPTION PROCEEDS") shall be paid by a check, which shall be delivered to the Management Stockholder at the closing of such purchase. The obligations of the Company to purchase the Management Stockholder’s 's Covered Equity pursuant to this Section 11(c) shall be deferred during any period in which such purchase would not be permitted by applicable law or could cause the Company to be in default under any agreement to which it or its Subsidiaries are a party.

Put Options. In the event of (i) the permanent disability of the Management Stockholder so that he is unable substantially to perform his services as an employee of the Company for an aggregate of 180 days during any twelve-month period or (ii) the death of the Management Stockholder, the Management Stockholder or, in the event of death, the deceased Management Stockholder’s 's administrator or executor, shall have the option (the “"Put Option”"), exercisable by the giving of notice thereof to the Company within 120 days of the occurrence of the event giving rise to such Put Option, which, in the case of permanent disability, shall mean the 180th day of inability to perform services as an employee of the Company, to sell to the Company, and the Company upon exercise of such Put Option shall buy from the Management Stockholder or the deceased Management Stockholder’s 's administrator or executor, as the case may be, all (but not less than all) of the Management Stockholder’s 's Covered Equity, at a price per share equal to the fair market value of the Covered Equity determined as of the date of repurchase by the Board of Directors of the Corporation in its sole discretion. Such Put Option shall expire if such notice is not given within such 120-day period. The Management Stockholder, or the deceased Management Stockholder’s 's administrator or executor, shall deliver to the Company certificates representing the Covered Equity, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company on the third business day after notice has been given to the Company or at such other place and time and in such manner as may be mutually agreed to by the Management Stockholder, or the deceased Management Stockholder’s 's administrator or executor, and the Company. The net proceeds from the purchase of the Covered Equity pursuant to the Management Stockholder Option (the “"Put Option Proceeds”") shall be paid by a check, which shall be delivered to the Management Stockholder at the closing of such purchase. The obligations of the Company to purchase the Management Stockholder’s 's Covered Equity pursuant to this Section 11(c) shall be deferred during any period in which such purchase would not be permitted by applicable law or could cause the Company to be in default under any agreement to which it or its Subsidiaries are a party.