Executive’s Put Right Clause Samples
Executive’s Put Right. Executive has the right but not the obligation to sell his vested Holdings Restricted Membership Interest (or shares exchanged by such Interest) back to Gaming Holdings or to the Company only in the following circumstances:
(1) Gaming Holdings' IPO has not occurred upon expiration of the original four-year term of this Agreement and Company does not continue to employ Executive for reason(s) not constituting Cause as defined in Section 5(d)(1-4) hereof or the Executive does not continue his employment at the request of the Company for reason(s) constituting Good Reason as defined in Section 5(d)(5). This Put right must be exercised in writing by Executive within thirty (30) days of the expiration of the four-year term hereunder or it shall become void and without further effect.
(2) Gaming Holdings' IPO has not occurred upon Executive becoming 100% vested in Holdings Restricted Membership Interest. This Put right must be exercised in writing by Executive within thirty days of Executive being 100% vested or it shall become void and without further effect. The Put purchase price is the fair market value of such Interest (or shares) on the Valuation Date. Under this Agreement, the Valuation Date is: (i) the expiration of the four-year term of this Agreement, in the event of a Put under Section 4(g)(i), or (ii) the date Executive becomes 100% vested, in the event of a Put under Section 4(g)(2). In either case of (i) or (ii) in the preceding sentence, the fair market value shall be determined by an independent appraisal firm mutually agreed to by Gaming Holdings and Executive, with the cost of such appraisal being paid by the Company. If Executive exercises the Put hereunder, and Gaming Holdings does not satisfy its obligation to purchase the membership interest or shares within seven days of Executive's written notice of exercise of the Put, Executive shall have the right to require the Company (rather than gaming Holdings) to purchase such membership interest or shares at fair market value. If the Company purchases such membership interest or shares, the Company and Gaming Holdings hereby agree that Gaming Holdings shall promptly thereafter purchase such membership interest or shares from the Company for a purchase price of $1.
Executive’s Put Right. Upon the occurrence of an Interim Liquidity Date, Executive shall have the right, for 10 business days following the Aggregator’s written notice to Executive of such Interim Liquidity Date (the “Aggregator Notice”), to require the Aggregator to repurchase from Executive and Executive’s Group up to 20% of Executive’s Vested Incentive Units (including any Vested Incentive Units held by Executive’s Group) acquired under this Agreement and held as of the Interim Liquidity Date (subject to the limitations in Section 4.1(c) and Section 5 below) at a purchase price per Vested Incentive Unit equal to Fair Market Value (which in all cases will be determined without applying any minority or illiquidity or other discount of any kind) (measured as of the Interim Liquidity Date) (Executive’s put right in this Section 4.1(a), the “Put Right”, and the Vested Incentive Units with respect to which the Put Right is exercised, the “Put Units”). Notwithstanding anything herein to the contrary, (i) if Executive’s employment with the Employer and its Affiliates is terminated by the Employer or its Affiliates for Cause (or if Executive voluntarily resigns Executive’s employment with the Employer and its Affiliates when grounds for Cause exist), or in the event of a Restrictive Covenant Violation, the Put Right shall expire immediately upon such termination or Restrictive Covenant Violation, and (ii) if Executive’s employment with the Employer and its Affiliates terminates for any other reason, Executive shall not have a Put Right with respect to any Interim Liquidity Date that occurs upon or following the first anniversary of such termination (or if earlier, upon or following a Sale Transaction or an initial Public Offering).
Executive’s Put Right. In the event that (i) 50% of the Restricted Shares vest pursuant to Section 3.3(a) and (ii) there is a Termination of Service (including a Qualifying Termination of Service) that occurs on or after [the last day of the Period of Employment] Executive has the right to require the Company to repurchase the Restricted Shares that vested pursuant to Section 3.3(a), provided Executive makes a valid election to exercise this right (determined as provided below). The repurchase price of the shares will equal their fair market value, as reasonably determined by the Board, as of the date that Executive makes such valid election. If Executive objects to the Board's determination of fair market value for this purpose, the valuation process set forth in Section 3.13 shall be followed to determine the fair market value of the shares. Subject to Section 3.6, any payment by the Company to Executive under this paragraph will be made in a lump sum (without interest) as soon as practical following the determination of the purchase price for the shares to be repurchased. Executive's put right under this paragraph shall terminate if Executive breaches any of the provisions of Section 5 of the Amended Employment Agreement. Executive's election to exercise his put right under this paragraph shall be valid only if it is made in writing to the Company within twelve (12) months after the date of Executive's Termination of Service. Executive's put right provided for in this paragraph shall terminate, to the extent not exercised, immediately prior to an IPO.
Executive’s Put Right. Each year after the fifth (5th) anniversary of Executive’s continuous employment, the Executive shall have the right, but not the obligation, to sell up to 10% of the vested portion of his Total Unit Grant to the Company at the fair market value on the date of sale (“Put Right”), providing that the Put Right shall terminate if Executive is no longer employed by the Company. During each applicable year, Executive may exercise the Put Right once each year by giving the Company written notice after April 1 but prior to April 30 of his intent to exercise the Put Right. Fair market value shall be determined in good faith of the Board not later than May 30 following the date the Company receives the Executive’s notice of exercise. If Executive objects to such valuation, the Company shall obtain an appraisal from a third-party valuation firm mutually agreed on by the Company and Executive. The determination of fair market value by the valuation firm shall control. The cost of the appraisal shall be borne by the Company; provided, however, that if the appraised value is not more than 10% greater than the value initially determined by the Board, the cost of the appraisal shall be borne by Executive.
Executive’s Put Right. In partial consideration of the Executive's noncompetition covenant pursuant to Section 8(b), the Company granted to the Executive 51,667 Executive Performance Options (the "Put Options") pursuant to the ▇▇▇▇▇▇ Scientific International Inc. 1998 Equity and Incentive Plan as to which the Executive had the right (the "Put Right"), exercisable by delivery of a written notice to the Company, to require the Company to purchase the Put Options for an aggregate purchase price of $5,000,000 in cash (the "Put Price"). As a result of the Executive's exercise of the Put Right on January 1, 1999, the Company shall pay to the Executive or Permitted Transferee, as applicable, the Put Price plus interest thereon at a rate equal to the prime rate published by The Chase Manhattan Bank on the business day nearest to the date on which the Put Right was exercised, compounded daily, upon the first date on which the Executive is no longer a "covered employee" whose compensation is subject to the limitation on deductibility imposed by Section 162(m) of the Code. Interest shall accrue from the date of exercise until the date the Put Price is paid to the Executive or the Permitted Transferee, as applicable, and shall be paid to the Executive or the Permitted Transferee, as applicable, concurrently with the Put Price. For purposes of this Section 11, a "Permitted Transferee" is any heir, executor, administrator, testamentary trustee, legatee or beneficiary of the Executive or any party who is a legitimate transferee of the right to receive the Put Price in accordance with the instruments governing such transfer.