Certain Put Rights Sample Clauses

Certain Put Rights. (A) During the 180-day period commencing on the earlier of (i) the first anniversary of the date of this Agreement, or (ii) the date on which the Securities are registered with the Securities and Exchange Commission for resale to the public (the "Put Right Period"), Original Holders John Cavanaugh and Jason Landry and any of their transferees pursuan▇ ▇▇ ▇ ▇▇▇▇▇▇▇ed Tr▇▇▇▇▇▇ ▇▇▇▇▇ibed in Section 3.2(A) or (B) hereof (collectively, "Put Right Holders") shall have the right, exercisable at only one time during the Put Right Period, to require the Issuer to purchase all, and not less than all, of their Securities hereunder at an aggregate price equal to: (i) $4.00 multiplied by the number of Merger Shares issued to such Original Holders and held by the Put Right Holders on the date of such exercise less (ii) the total consideration (the "Prior Consideration") received by such Put Right Holders (or their predecessors in title) from any prior sales of such Merger Shares (or any other Securities issued in respect thereof) (the "Put Right Price"). The Put Right (i) may be exercised by (x) John Cavanaugh and his direct and indirect transferees who are Put R▇▇▇▇ ▇▇▇▇▇▇▇ (the "Cavanaugh Group") and not the Landry Group (as hereinafter defined), ▇▇▇/▇▇ (ii) Jason Landry and ▇▇▇ ▇▇rect and indirect transferees who are Put Rig▇▇ ▇▇▇▇▇▇▇ (the "Landry Group") and not the Cavanaugh Group, but (ii) may not be effe▇▇▇▇▇▇y exercised hereunder ▇▇ ▇▇▇▇ attempted exercise by any member of the (x) Cavanaugh Group is by less than all of the members of the Cavanaugh ▇▇▇▇▇, ▇▇ with respect to less than all of the Merger Shar▇▇ ▇▇▇▇ ▇y them, or (y) Landry Group is all of the members of the Landry Group, or with resp▇▇▇ ▇▇ less than all of the Merger Shares ▇▇▇▇ ▇y them. (B) In the event that the Put Right Holders desire to exercise their rights under this Section 3.5, all such Holders shall deliver to the Issuer during the Put Right Period a written notice of such exercise, specifying (i) the Put Right Holders shall deliver properly endorsed stock certificates, executed in blank, and all other documents that the Issuer may reasonably require for the purpose of establishing their absolute, unencumbered title to the Securities purchased and obtaining their transfer on the books of the Issuer, and (ii) the Issuer shall deliver the Put Right Price therefor.

Certain Put Rights. The Purchasers shall have certain put rights with respect to the Shares as set forth in the Put Agreement, which the Company agrees shall be on terms no less favorable to the Purchasers than any other such or similar understandings and benefits granted to holders of the Company's Series B Convertible Preferred Stock.

Certain Put Rights. In the event that, at any time after December 31, 2005, the Exchanging Holder (or its designee) is prevented from disposing of any of the Exchange Shares or any other shares of capital stock of the Company as a result of the Board of Director's determination (an "Adverse Determination"), then the Exchanging Holder (or its designee) shall have the right, beginning after December 31, 2005, to sell to the Company, and the Company shall be obligated to purchase from the Exchanging Holder (or its designee), up to the number of shares of Common Stock (or other shares of capital stock of the Company) which, when added to all prior sales of shares of Common Stock (or other shares of capital stock of the Company) to the Company pursuant to this Section 3.5, would have an aggregate market value of not more than $1,000,000. Such aggregate market value in each such sale shall be calculated based upon a sale price per share of Common Stock equal to the average of the closing bid and asked prices of the Company's Common Stock on the OTC bulletin board over the 15 consecutive trading days ending immediately prior to the date on which the Board of Directors makes an Adverse Determination with respect to such shares. The Exchanging Holder (or its designee) shall exercise this put right by means of delivering written notice (the "Put Notice") to the Company within 15 days after the delivery of such Adverse Determination, and if not so exercised such put right shall lapse with respect to such Adverse Determination. In the event the Exchanging Holder exercises this put right in accordance with the terms of this Section 3.5, the full purchase price for the shares of Common Stock (or other capital stock as to which the put right has been exercised) with respect to such exercise of the put right shall be payable by the Company as follows: (i) 12.5% of the purchase price shall be payable in cash; and (ii) 87.5% of the purchase price shall be payable in the form of a promissory note (a "Note") executed by the Company in favor of the Exchanging Holder (or its designee). The Note shall bear interest at the rate of 10% per annum, with interest payable quarterly, and the principal thereof shall be payable in eight equal quarterly installments, with both interest and principal payments payable on the last day of each fiscal quarter of the Company. The Note may be prepaid in whole or in part at any time without penalty or premium together with all accrued interest with respect to the po...

Certain Put Rights. In the event that a Public Company Reorganization shall not have occurred on or prior to the Put Trigger Date, each Member shall have the right and option during the period beginning on the Put Trigger Date and ending on the fifth anniversary thereafter to require the Company or Glenayre Electronics, Inc. (or its Affiliates) (“Glenayre”) to purchase all, but not less than all, of such Member’s Interest in accordance with this Section 5.10(c).

Certain Put Rights