Company Put Option. Subject to the terms and conditions in Section 4.2 and elsewhere in this Agreement, after the Optional Conversion Date of the Optional Conversion of the Debentures (as defined in Article VI of the Debentures), the Company shall have the one time right (the "COMPANY PUT OPTION") at any time subsequent to the First Closing to deliver a written notice to the Purchasers (a "COMPANY PUT OPTION NOTICE") requiring the Purchasers to exercise in full the Purchasers Call Option, provided that for at least twenty five (25) out of thirty (30) consecutive Trading Days (as defined in the Debentures) prior to the exercise of the Company Put Option the Per Share Market Value (as defined in the Debentures) was more than $21.10 dollars (such price, as may be adjusted pursuant to the terms of the Debentures), the "PUT TRIGGER PRICE," and the occurrence of thirty (30) consecutive Trading Days at such price, a "PUT TRIGGER"). The Company must exercise its Company Put Option by delivering the Company Put Option Notice to each Holder within ten (10) Business Days of the occurrence of a Put Trigger (such deadline, the "PUT NOTICE DATE"). If the Company does not deliver the Company Put Option Notice by the Put Notice Date, then the Company shall not have the right to effect a Company Put Option until a Put Trigger occurs again after such Put Notice Date. An example of how the Company Put Option operates is as follows: Thirty (30) consecutive Trading Days occur during which the Per Share Market Value of the Common Stock is greater than the Put Trigger Price. The Put Notice Date is ten (10) Business Days after the end of the thirty (30) day trading period. If the Company delivers the Company Put Option Notice by the Put Notice Date, it has properly exercised its Company Put Option. If the Company fails to deliver the Put Option Notice by the Put Notice Date, then there must again occur a consecutive thirty (30) day trading period in which the Per Share Market Value is in excess of the Put Trigger Price before the Company may again exercise its Company Put Option. The Second Closing under this Company Put Option Notice shall take place on such date indicated in the Company Put Option Notice but no earlier than ten (10) Business Days after the Purchasers' receipt of the Company Put Option Notice; PROVIDED THAT in no case shall the Second Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. Five (5) Business Da...
Company Put Option. Subject to the terms and conditions ------------------ hereunder, in the event that the Company has achieved the projections set forth in the operating budget as delivered to the Purchasers no later than thirty (30) days following the closing of the Xxxxxxx Xxxxx Business School acquisition and agreed to by the Purchasers for its acquisitions and base business for the Company's fiscal year 1999, the Company shall have the right to sell (the "Company Put ----------- Option") to the Purchasers, and the Purchasers agree to ------ purchase, severally and not jointly, the number of shares of Common Stock equal to the aggregate purchase price of TWO MILLION DOLLARS ($2,000,000) (the "Option Purchase Price") --------------------- divided by the Option Share Price (the "Option Shares") ------------- multiplied by the applicable Company Put Option Percentage for such Purchaser set forth on Exhibit A. The "Option --------- ------ Share Price" shall be the greater of (i) $1 per share or ----------- (ii) an amount equal to the average closing price as reported on Nasdaq per share for the preceding thirty days discounted by twenty percent (20%).
Company Put Option. Subject to the terms and conditions in Section 4.3 and elsewhere in this Agreement, after exercise by the Company of the Optional Redemption of the shares of Preferred Stock (as defined in Section 8.1 of the Certificate of Designation) and the Optional Redemption of the Warrants (as defined in Section 7 of the Warrants) or the conversion of all the shares of Preferred Stock and the exercise of all the Warrants issued at both of the First Closing and the Second Closing, the Company shall have the one time right (the "Company Put Option") at any time within the two-year period commencing on the First Closing to deliver a written notice to the Purchasers (a "Company Put Option Notice") requiring the Purchasers to exercise the Purchasers Call Option. If the Company determines to exercise the Company Put Option, it shall notify the Purchasers 10 business days prior to the exercise of such right and of the amount of Preferred Stock the Company intends to issue at the Third Closing. If the Company does not issue 8,000 shares of Preferred Stock, the aggregate number of shares of Common Stock issuable upon the exercise of the Warrants shall be reduced proportionately The Third Closing under this Company Put Option Notice shall take place on such date indicated in the Company Put Option
Company Put Option. 2 1.4 Closing........................................................ 3 1.5
Company Put Option. Upon written notice to each Investor, the ------------------ Company shall have the right to sell to each Investor, and each Investor agrees severally, but not jointly, to purchase from the Company up to the number of shares of Series E Preferred Stock set forth opposite such Investor's name on Schedule A hereto, at a price of $8.35 per share. Such put option may be exercised from time to time, provided, that:
Company Put Option. Subject to the terms and conditions hereunder, in the event that the Company has achieved at least ninety percent (90%) of the cumulative EBITDA set forth on Schedule 10.1 attached hereto for the period July 1, 1999 through the end of the most recent calendar quarter ending immediately prior to delivery of the Option Notice (as defined below), the Company shall have the right to sell (the "Company Put Option") to the Purchasers, and the Purchasers agree to purchase, severally and not jointly, in the amounts set forth opposite each Purchaser's name on Exhibit H, Convertible Notes (the "Option Notes") in the aggregate principal amount of Three Million Dollars ($3,000,000). The purchase price to be paid by each Purchaser shall be equal to the aggregate principal amount of the Option Notes acquired by such Purchaser. As additional consideration for purchasing the Convertible Notes pursuant to the Company Put Option, the Company agrees to issue to each Purchaser a Warrant as set forth on Exhibit H (the "Option Warrants"), which in the aggregate entitle the Purchasers to acquire Twenty-Five Thousand (25,000) shares of the Company's Common Stock.
Company Put Option. 31 5.06 Standstill Agreement........................................ 33 5.07 Purchaser's Right of First Negotiation...................... 33 5.08 Legend...................................................... 34 5.09 Board Observer; Board Representation........................ 35 5.10 Regulatory Approvals........................................ 36 5.11
Company Put Option. (a) The Company may, at its ------------------ option, require the Purchaser to purchase (the "Company Option") in accordance -------------- with the terms of this Section 5.05, Equity Securities in conjunction with either (i) the Initial Public Offering if the aggregate proceeds to the Company therefrom, net of underwriting discounts, commissions and other expenses, are not less than $17.5 million in cash (including the purchase price payable by the Purchaser pursuant to this Section 5.05) (a "Qualifying IPO") or (ii) any -------------- Private Placement of Equity Securities in which the proceeds to the Company, net of expenses, are not less than $10 million in cash (including the purchase price payable by the Purchaser pursuant to this Section 5.05) (a "Qualifying Private ------------------ Placement"). ---------
Company Put Option. Each of Xx. Xx and Xxxxx Xx has the right to require Xx. Xxxxx to purchase the Company Option Shares from Xx. Xx and Madam Fu for a total consideration of HK$10,160,161.83, equivalent to HK$0.026 per Company Option Share. In the event that the Company Put Option is exercised, Xx. Xx and Xxxxx Xx both agree and undertake to procure CLL to distribute all the Shares beneficially held by it to its shareholders proportionally.
Company Put Option
