Put Right Clause Samples
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Put Right. (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment.
(b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment.
(c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, ...
Put Right. (a) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member.
(b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, 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 30 days after the giving of such notice.
(c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member.
(d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which th...
Put Right. If a Transferring Holder Transfers any Shares in contravention of the Co-Sale Right under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Available Shares desires to purchase a class, series or type of stock offered by Transferring Holder but not held by a Co-Sale Participant, or the Proposed Transferee is unwilling to purchase any securities from the Co-Sale Participant, such Co-Sale Participant may, by delivery of written notice to such Transferring Holder (a “Put Notice”) within ten (10) days after the later of (i) the closing of the sale to the Proposed Transferee and (ii) the date on which such Co-Sale Participant becomes aware of the Prohibited Transfer or the terms thereof, require such Proposed Transferee to purchase from such Co-Sale Participant that number of Shares (subject to Section 3.4(g)(ii)) that is equal to the number of Co-Sale Right Shares such Co-Sale Participant would have been entitled to Transfer to the Proposed Transferee (the “Put Shares”). Such sale shall be made on the following terms and conditions:
(i) The price per share at which the Put Shares are to be sold to the Transferring Holder shall be equal to the price per share that the Co-Sale Participant would have received if such Co-Sale Participant had sold such Put Shares at the closing of the sale to the Proposed Transferee. Such purchase price of the Put Shares shall be paid in cash or such other consideration as the Proposed Transferee received in the Prohibited Transfer. Seller shall also reimburse the Co-Sale Participant for any and all fees and expenses, including, but not limited to, legal fees and expenses, incurred pursuant to the exercise or attempted exercise of such Co-Sale Participant’s Co-Sale Right pursuant to Sections 3.4(a) through (f), inclusive, or in the exercise of its rights under this Section 3.4(g) with respect to the Put Shares.
(ii) The Put Shares to be sold to the Proposed Transferee shall be of the same class or type as Transferred in the Prohibited Transfer if such Co-Sale Participant then owns securities of such class or type. If such Co-Sale Participant does not own any of such class or type, the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option of the holder thereof).
(iii) The closing of such sale to the Transferring Holder will occur within ten (10) days after the date of such Co-Sale Participant’s Put Notice to such Transferring Holder. At such closing, the C...
Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholder’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice, or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholder. The closing of such sale to the Seller will occur within ten (10) days after the date of such Key Shareholder’s Put Notice to such Seller.
Put Right. (i) From and after the earliest of five years from the date hereof and the date a redemption notice is delivered in respect of any capital stock of the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a written notice from the Holder (a “Put Notice”), within 30 days of the receipt of such notice, the Company shall purchase or redeem from the Holder the portion of the Warrant related to the number of Shares set forth in the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for a purchase price equal to the Fair Market Value of each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part to the extent such redemption would result in a default under any indebtedness of the Company, unless such default is waived or any acceleration of such indebtedness is rescinded and cancelled.
(ii) In connection with the closing of a sale of Shares pursuant to this Section 10(a), the Holder shall deliver either this Warrant (which shall be reissued taking into effect the repurchase or redemption of the portion of the Warrant related to the number of Shares to be sold) or the certificate(s) representing the Shares to be purchased by the Company duly endorsed by the Holder in favor of the Company, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for such Shares and such Shares shall be transferred free and clear of any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or the Company’s organizational documents.
Put Right. (a) Subject to paragraph (b) hereof, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, Holders of Debentures will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase such Debentures on the Purchase Contract Settlement Date, at a price per Debenture to be purchased equal to the principal amount of the applicable Debenture, plus accrued and unpaid interest to, but excluding, the Purchase Contract Settlement Date (the “Put Price”).
(b) The Put Right of Holders of Applicable Ownership Interests in Debentures that are part of Corporate Units will be deemed to be automatically exercised unless such Holders (1) prior to 5:00 p.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.03(b)(iii) of the Purchase Contract and Pledge Agreement with respect to such settlement, and such Holders shall be deemed to have elected to have a portion of the proceeds of the Put Right of the Debentures underlying such Applicable Ownership Interests in Debentures equal to the Purchase Price set-off against such Holders’ obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contracts will be paid to such Holders.
(c) The Put Right of a Holder of a Separate Debenture shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto, together with such Holder’s separate Debenture, to the Trustee by such Holder on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Debentures with respect to which...
Put Right. Without prejudice to any other rights and remedies available to any Investor, in the event of a Prohibited Transfer, each Investor shall have the right to sell to the Selling Shareholder the type and number of Ordinary Shares equal to the number of Shares such Investor would have been entitled to transfer to the purchaser under Section 5.1 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 Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under this Section 5.
(ii) Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor.
(iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to each such Investor the aggregate purchase price for the Shares to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor.
(iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares.
(v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not affect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of Majority Series A-1 Preferred Shareholders, Majority Series A-2 Preferred Shareholders, Majority Series B Preferred Shareholders (wh...
Put Right. (a) Subject to the terms and conditions of this Section 5 and Section 6 below, at any time on and after August 6, 2013 until and including September 5, 2013, the Holder shall have the right to sell up to one hundred percent (100%) of the Warrant to the Company, and if the Holder exercises such right, the Company shall be required to purchase the Warrant, or such portion thereof, as the case may be, from the Holder for the Put Price.
(b) The “Put Price” is equal to the product of (i) the number of shares of Common Stock underlying the Warrant or the portion thereof being purchased pursuant to this Section 5, and (ii) the difference between the Put Fair Value (as defined below) on the date of the Put Notice (as defined below) and the Exercise Price on the date of the Put Notice; provided that notwithstanding the foregoing, in no event shall the Put Price be less than zero (0). So long as the ESOP is in existence, the “Put Fair Value” shall equal the per share value of the Common Stock as set forth in the then most recent appraisal performed by an independent appraiser at the Company’s request in connection with the ESOP. As of any such date on which Holder exercise its put right on which the ESOP is no longer in existence, the “Put Fair Value” shall equal the Fair Value of the Common Stock. Notwithstanding the foregoing, whether or not the ESOP is in existence, if clauses (a), (b) or (c) of the definition of Current Market Price are applicable to the Common Stock but no Qualified Public Offering has occurred, then the Put Fair Value shall be the Current Market Price of the Common Stock on the date of the Put Notice.
(c) Ninety (90) days prior to exercising its put right under Section 5(a), the Holder must deliver written notice to the Company (the “Put Notice”), in accordance with Section 15. The Put Notice shall be deemed to be given and served on the date that the Company receives the Put Notice. The date that the Holder intends to exercise its put right shall be hereinafter referred to as the “Put Exercise Date”.
(d) Payment of the Put Price shall be made in cash in immediately available funds within ninety (90) days after the date of the Put Exercise Date (the “Put Effective Date”), except as provided in Sections 5(f), 6(j)(i)(2) or 7(i)(i)(2).
(e) If the Company has received an Exercise Notice from the Holder prior to receipt of a Put Notice from the Holder, then the Holder shall not be entitled to exercise its put right pursuant to Section 5(a) herein ...
Put Right. (i) If the Participant's employment with the Company and Subsidiaries terminates due to the Disability or death of the Participant prior to the earlier of (x) a Public Offering or (y) a Sale of the Company, for (A) the Vested Portion of all Options and (B) all Option Shares, within 120 days after such termination of employment the Participant shall have the right, subject to the provisions of Section 5 hereof to sell to the Company and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from the Participant and his Permitted Transferees, if applicable, all (but not less than all) of (1) Participant's Vested Portion of all Options and (2) the number of Option Shares then held by the Participant and such other number of Option Shares or Vested Portions of Option Shares, to the extent transferable, held by the Participant's Permitted Transferees as the Participant may request at a price per Option or Option Share equal to (i) in the case of the purchase of Options, the difference between the Fair Market Value of the Option Share underlying the Option (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Exercise Price of such Option Shares and (ii) in the case of the purchase of Option Shares, (x) if such termination occurs prior to the date which is 18 months from the date of this Agreement, the greater of the Fair Market Value of such Option Share (measured as of the delivery of the notice referred to in Section 4(a)(ii)) and the Cost of such Option Share and (y) if such termination occurs after the date which is 18 months from the date of this Agreement, the Fair Market Value of such Option Share. If the Participant's employment with the Company and Subsidiaries terminates due to Retirement of the Participant prior to (x) a Public Offering or (y) a Sale of the Company, for all Option Shares issued 181 days or more prior to the date of termination of employment of the Participant, within 90 days after such date of termination of employment (or in the case of Option Shares 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 Option Shares), the Participant shall have the right, subject to the provisions of Section 5 hereof, to sell to the Company and the Company shall be required to purchase (subject to the provisions of Sec...
Put Right. If a Selling Shareholder transfers any Stock in contravention of an Investor’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if an Incomplete Co-Sale occurs and the provisions of Section 4.3 hereof apply, the relevant Investor may require such Selling Shareholder to purchase from such Investor, for cash or such other consideration as the Selling Shareholder received in the Prohibited Transfer or Incomplete Co-Sale, that number of shares of Stock (of the same class, series or type as transferred in the Prohibited Transfer or Incomplete Co-Sale, if such Investor then owns Stock of such class, series or type, and otherwise of Common Stock) having a purchase price equal to the aggregate purchase price such Investor would have received in the closing of such Prohibited Transfer or Incomplete Co-Sale if such Investor had exercised and been able to consummate such Investor’s Right of Co-Sale with respect thereto (the Investor’s “Put Right”). An Investor may exercise such Investor’s Put Right by delivery of written notice to the Selling Shareholder and the Company (a “Put Notice”) within ten (10) days after Investor becomes aware of the Prohibited Transfer or Incomplete Co-Sale. The closing of such sale to the Selling Shareholder under such Investor’s Put Right will occur within seven (7) days after the date of such Investor’s Put Notice.