First Put Option Sample Clauses

First Put Option. (a) Upon the terms and subject to the conditions set forth in this Agreement, ITT MSG shall have the option (the "First Put Option") to require Cablevision to purchase 50% of the remaining ITT MSG Interest, or, at the election of Cablevision, to require Cablevision to cause MSG to redeem a portion of the ITT MSG Interest so that following such redemption the ITT MSG Interest is one-half of what it was immediately prior to such redemption, (the ITT MSG Interest so transferred or redeemed hereunder is referred to as the "Second Transferred Interest") on the first 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 (in either case, as such amount may be increased pursuant to Section 2.07) (the "First Put Purchase Price"). If ITT MSG exercises the First Put Option, Cablevision shall purchase, or, at the election of Cablevision, cause MSG to redeem, the Second Transferred Interest pursuant to the terms of this Agreement. At the election of Cablevision, the First 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 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 first anniversary of the Initial Closing Date to cause a third party designated by Cablevision to purchase the Second Transferred Interest for a price payable in cash equal to the First Put Purchase Price.

First Put Option. A. For the thirty (30) day period beginning on October 1, 2001 and ending on October 30, 2001, Investors shall have the right, but not the obligation, to sell all, but not less than all, of the Initial Paid-In Shares and all securities issued as a dividend or distribution with respect thereto or in exchange or replacement thereof (the "Initial Subject Stock") to Powertel, and Powertel shall be obligated to purchase the Initial Subject Stock from Investors for the consideration and upon the terms and conditions set forth in this Agreement (the "First Put"). Investors may exercise the First Put only by giving effective written notice thereof (the "First Put Exercise Notice") to Powertel on or before October 30, 2001. For the purposes hereof, the effective date of the First Put Exercise Notice shall be known as the "First Put Notice Date." B. In payment for the Initial Subject Stock, at the closing that is held pursuant to Section 1(C) below, Powertel shall deliver to Investors, at the election of Investors, which election shall be set forth in the First Put Notice as referenced in Section 1(A) hereof, either (i) $1,500,000, payable by bank check or wire transfer (the "First Put Cash"), or (ii) thirteen thousand nine hundred twenty-eight (13,928) fully paid and nonassessable shares of Powertel's common stock, par value $0.01 per share (the "First Put Shares"), at the option of Investors designated not later than the second business day immediately preceding the First Put Closing (as defined in Section 1(D) below). The Parties acknowledge and agree that the First Put Shares will be "restricted securities" as such term is defined in Rule 144 promulgated pursuant to the Securities Act of 1933, as amended, and the certificate representing the First Put Shares will bear a restrictive legend to such effect. The number of First Put Shares that is deliverable to Investors upon exercise of the First Put shall be appropriately adjusted to account for any stock split, stock dividend, stock combination or similar transaction involving or relating to the Powertel common stock or Powertel which occurs between the date hereof and the First Put Closing. C. Powertel agrees that, in the event that a transaction occurs whereby all or substantially all of Powertel's stock or assets are sold or transferred, whether by means of a merger, consolidation, tender offer or otherwise (collectively, a "Change of Control Transaction"), if the First Put is exerciseable or has been exercise...

First Put Option. If, within twelve (12) months of the date of the Bid, the Company has not obtained Control over ORL (the “Control Failure Date”), then Linura will have the right to cause Scailex to purchase all of its Ordinary Shares in the Company by delivering written notice to Scailex within thirty (30) days following the Control Failure Date (the “First Put Option”). The purchase price of the shares under the First Put Option shall be equal to (x) the price that Linura paid to acquire its Ordinary Shares and its Capital Investments plus Interest (accrued from the respective dates of the capital contributions on account of such Ordinary Shares or its Capital Investments until the First Put Option exercise date) plus the amount of its outstanding Participating Shareholder Loans (including any accrued Loan Interest thereon until the First Put Option exercise date) minus (y) any dividends or repayment of Linura’s Capital Investments plus Interest accrued from the date of such dividends or repayments of its Capital Investments until the First Put Option exercise date.

First Put Option. By valid delivery of a Put Option Notice (as set forth below), the Founders may elect to exchange on the first anniversary of the closing of the IPO (the "FIRST ANNIVERSARY DATE") up to twenty-five percent (25%) of the IPO-Time Shares (less any IPO-Time Shares previously sold to DPI under Section 2 or 3) for shares of common stock of DPI.

First Put Option. (a) Plug Power hereby grants to Axane an irrevocable option to require from Plug Power the purchase of all (but of all only) of the JV Company Shares held by Axane and/or its Affiliates as at the date of the exercise of said option (the “First Put Option”). Axane hereby accepts said First Put Option, as an option only. (b) Axane may exercise the First Put Option at any time between September 1, 2013 and September 15, 2013 (the “First Put Option Period”), it being specified, for the avoidance of doubt, that the exercise of the First Put Option shall release Axane from its payment obligations referred to in Section 3.1.2(c). (c) For the purposes of the exercise of the First Put Option, Axane shall send, within the First Put Option Period, a written notice (the “First Put Option Notice”) to Plug Power. Said First Put Option Notice shall set forth the number of JV Company Shares Axane wishes to sell (which shall be all the JV Company shares then held by Axane or its Affiliates) and the First Put Option Price (as defined in paragraph (e)). (d) On a date to be agreed by Axane and Plug Power (and no earlier than January 6, 2014 and no later than January 23, 2014) (the “First Put Option Transfer Date”), Plug Power and Axane (or any designated Affiliate thereof) shall enter into a Share Transfer Agreement in the form of the draft attached hereto as Schedule 10.4(f). Plug Power shall pay all relevant transfer taxes (droits d'enregistrement), if any, due upon the transfer of the Shares. (e) For the purposes of the First Put Option, the total price to be paid by Plug Power to Axane for the relevant JV Company Shares (the “First Put Option Price”) shall be equal to EUR 1 (one euro). (f) As promptly as possible after the First Put Option Transfer Date, the Parties shall perform the Termination Obligations in accordance with Section 10.4(h) above.

First Put Option. In consideration of the mutual covenants in the JV Agreement, Sky Elegant grants to Sub-Zero (HK) an option (the “First Put Option”) whereby Sub-Zero (HK) has the right to, by way of a written notice (the “Option Notice”), require Sky Elegant or its designated person(s) to purchase from Sub-Zero (HK) all or part of its Shares (the “Relevant Shares”) and the Sub-Zero (HK) Loan advanced to the JV Group and outstanding from time to time (the “Shareholder Loan”), at the exercise price determined below. The First Put Option shall be exercisable by Sub-Zero (HK) in the event that Gold View fails to meet the Key Performance Indicators (KPIs) for three consecutive quarters in accordance with the Management Service Agreement (subject to the Management Service Agreement having been entered into in accordance with the JV Agreement). The First Put Option shall be exercisable by Sub-Zero (HK) within thirty-six (36) months after the date of the Management Service Agreement (the “First Put Option Period”). In case the KPIs may not be met in the last quarter of the First Put Option Period, the expiry date of the First Put Option Period shall be extended by further six months (the “Extended First Put Option Period”) to ascertain if the KPIs can be met in the last three consecutive quarters prior to the expiry of the Extended First Put Option Period. Under the First Put Option, the price of the Relevant Shares and Shareholder Loan shall be determined based on the pro-rata share of the valuation of the Company which is the higher of (i) the Total Investment Amount plus any additional investments approved by the JV Board together with an annual return of 15% and (ii) the fair value (the “Fair Value”) of the equity in the JV Company and the Shareholder Loan as determined by a firm of independent public accountants, which shall be one of the “Big Four” accounting firms based in Hong Kong, to be selected and appointed by the JV Company (“Big Four CPA firms”). Such a firm of independent public accountants shall certify in writing the sum which, in their opinion, is the Fair Value of the Relevant Shares and the Shareholder Loan. The cost of obtaining the certification shall be borne by the JV Company. Completion of the sale and purchase of the Relevant Shares and Shareholder Loan and full payment of the considerations shall take place within 120 days from the date of the Option Notice.

First Put Option. Each Seller may exercise the First Put Option in respect of the First Option Shares at any time after Completion and ending no later than the first to occur of: 3.3.1 one hundred Business Days after the achievement of the First Milestone; or 3.3.2 if the First Milestone is not achieved prior to the third anniversary of the date of the Share Purchase Agreement, one hundred Business Days thereafter.

First Put Option