IHC Put Right Clause Samples

IHC Put Right. (a) At any time prior to the third anniversary of the effective date hereof (such period, the “Put/Call Period”), Inter-Continental Hotels Corporation (together with Six Continents Hotels, Inc. and its and their respective Permitted Transferees “IHC”) shall have the right, with respect to the Shares held by IHC, to sell to Prides and Prides shall be required to purchase, on one occasion, all (but not less than all) of the Shares then held by IHC at a price per share equal to $8.50, subject to appropriate adjustment to reflect stock dividends, stock splits and other recapitalizations. (b) In the event that IHC intends to exercise its rights pursuant to Section 7.1(a), IHC shall send written notice to Prides, at any time during the Put/Call Period, of its intention to exercise its rights under Section 7.1(a) (the “Put Notice”). The completion of the purchase pursuant to the foregoing shall take place at the principal office of Prides on the later of (x) the 30th day (or if such day is not a business day, the next business day) after the giving of the Put Notice and (y) two (2) business days after the later of (i) the expiration or early termination of all waiting periods under the HSR Act, if any and (ii) receiving all Consents (as hereinafter defined). At completion, IHC shall provide customary representations and warranties as to its title to the Shares and to no encumbrances on the Shares. The price payable as described in this Section 7.1 shall be paid by delivery to IHC of a certified bank check or checks in the appropriate amount payable to the order of the IHC against delivery of certificates or other instruments representing the Common Stock so purchased, appropriately endorsed or executed by IHC or its authorized representative or such other form of payment as may be agreed by Prides and IHC.