MANDATORY PUTS Clause Samples
A Mandatory Puts clause requires one party, typically an investor or shareholder, to sell their shares or interests back to the company or another party under certain predefined conditions. This clause is often triggered by specific events such as a change of control, failure to meet financial targets, or the passage of a set period. By obligating the sale, the clause ensures that ownership can be consolidated or restructured as needed, providing certainty and a clear exit mechanism for stakeholders in situations where continued participation is no longer desirable or viable.
MANDATORY PUTS. (a) Each Limited Partner may, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the Partnership Interests held by such Limited Partner in the Partnership (a "Put").
(b) Each Limited Partner other than Love▇▇, ▇▇c. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twelve and one-half percent (12.5%) of the Initial Partnership Points held by such Limited Partner, on the last business day in March (each, a "Purchase Date") on any five (5) separate occasions (but only up to an aggregate of fifty percent (50%) of such Limited Partner's Initial Partnership Points) starting with the last business day in March, 2001 and ending with the last business day in March, 2011. Notwithstanding any other provisions set forth herein, each Limited Partner may only exercise its rights under this Section 7.1(b) if the Limited Partner simultaneously causes AMG to purchase an equal number of U.K. Partnership Points in the U.K. Partnership pursuant to the provisions of Section 7.1(b) of the U.K. Partnership Agreement.
(c) Love▇▇, ▇▇c. may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase up to twenty percent (20%) of the Initial Partnership Points held by Love▇▇, ▇▇c., on each Purchase Date starting with the first Purchase Date in March, 2001. Notwithstanding any other provision set forth herein, Love▇▇, ▇▇c. may 37 41 only exercise its rights under this Section 7.1(c) if Love▇▇, ▇▇c. simultaneously causes AMG to purchase an equal number of U.K. Partnership Points in the U.K. Partnership pursuant to the provisions of Section 7.1(c) of the U.K. Partnership Agreement.
(d) Each Limited Partner may, subject to the terms and conditions set forth in this Partnership Agreement, cause AMG to purchase a number of Partnership Points as is equal to up to twelve and one-half percent (12.5%) of the positive difference, if any, between (i) the Partnership Points issued to such Limited Partner pursuant to the Incentive Program or upon the exercise of any options issued pursuant thereto (each such issuance or issuance upon the exercise of an option, an "Option Exercise") and (ii) any Partnership Points purchased from such Limited Partner pursuant to a GP Call under Section 7.3 hereof on any five (5) separate Purchase Dates (but only up to an aggregate of a number of Partnership Points as is equal to fifty percent (50%) of the positive dif...
MANDATORY PUTS. (a) Each Non-Manager Member may, at such Non-Manager Member's option, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the LLC Points held by such Non-Manager Member in the LLC (a "Put").
(b) Each Non-Manager Member (other than Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ or their Related Non-Manager Members and their respective Permitted Transferees) may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase up to ten percent (10%) of the Initial LLC Points of such Non-Manager Member from such Non-Manager Member (and/or any Permitted Transferee of such Non-Manager Member), on the last business day in September (each a "Purchase Date") (but only up to an aggregate of fifty (50%) of such Non-Manager Member's Initial LLC Points) starting with the last business day in September, 2002 and ending with the last business day in September, 2012.
(c) Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (and each of his Related Non-Management Members) and any of their respective Permitted Transferees may cause AMG to purchase from them collectively twenty-five percent (25%) of the Initial LLC Points of Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ (and his Related Non- ▇▇ ▇▇ ▇▇▇agement Members), on the Purchase Date occurring on the last business day in September, 2001 or any Purchase Date thereafter. Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and each of his Related Non-Management Members) and any of their respective Permitted Transferees may cause AMG to purchase from them collectively twenty percent (20%) of the Initial LLC Points of Mr. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (and his Related Non-Manager Members), on the Purchase Date occurring on the last business day in September, 2002 or any Purchase Date thereafter.
(d) If a Non-Manager Member desires to exercise its rights under Section 7.1(b) or 7.1(c) above, it and its Employee Stockholder shall give the Manager Member, AMG, each other Employee Stockholder and the LLC irrevocable written notice (a "Put Notice") on or prior to the preceding May 31 (the "Notice Deadline"), stating that it is electing to exercise such rights and the number of LLC Points (the "Put LLC Points") to be sold in the Put. Puts in any given calendar year for which Put Notices are received before the Notice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member (and his (or its) Related Non-Manager Members) and their respective Permitted Transferees that number of Put LLC Points as is equal to the num...