Common use of Second Put Option Clause in Contracts

Second Put Option. (a) In addition to the First Put Option and upon the terms and subject to the conditions set forth in this Agreement, ITT MSG shall have the option (the "Second Put Option"; each of the First Put Option and Second Put Option may be hereinafter referred to as a "Put Option") to require Cablevision to purchase, or, at the election of Cablevision, MSG to redeem (i) if ITT MSG has exercised the First Put Option and Cablevision has purchased, or caused MSG to redeem, the Second Transferred Interest, the balance of the remaining ITT MSG Interest such that immediately following such transfer or redemption, ITT MSG does not beneficially own an ITT MSG Interest (the ITT MSG Interest so transferred or redeemed hereunder is referred to as the "Third Transferred Interest"), on the second anniversary of the Initial Closing Date for a purchase price of $94 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $75 million or (ii) if ITT MSG has not exercised the First Put Option, at ITT MSG's election, (A) the Second Transferred Interest for a purchase price of $94 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $75 million or (B) the Second Transferred Interest and the Third Transferred Interest for a purchase price of $188 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $150 million (as any of such amounts may be increased pursuant to Section 2.07) (any of such purchase prices, the "Second Put Purchase Price"; each of the First Put Purchase Price and the Second Put Purchase Price may be hereinafter referred to as a "Put Purchase Price"). If ITT MSG exercises the Second Put Option, Cablevision shall purchase, or, at the election of Cablevision, cause MSG to redeem, the Second Transferred Interest or the Third Transferred Interest or both the Second Transferred Interest and the Third Transferred Interest, as the case may be, pursuant to the terms of this Agreement. At the election of Cablevision, the Second Put Purchase Price may be paid entirely in cash as set forth in Section 2.05 below, entirely in shares of Cablevision Common Stock as set forth in Section 2.06 below or in any combination thereof. In the event that Cablevision shall not be able to purchase, or cause MSG to redeem, the Second Transferred Interest or the Third Transferred Interest or both, as the case may be, because of a failure of any condition to the closing of such purchase or redemption set forth in Section 7.01(a)(iii), (iv), (v) or (vi) (other than as a result of a breach by Cablevision or any of its Affiliates), Cablevision shall have the right during the 45-day period following the second anniversary of the Initial Closing Date to cause a third party designated by Cablevision to purchase the Second Transferred Interest or the Third Transferred Interest or both, as the case may be, for a price in cash equal to the Second Put Purchase Price.