Purchaser’s Put Option. In the event that any of the C-1 Preferred Stock or the C-2 Preferred Stock is not converted into shares of common stock of the Company within six (6) months following the Closing Date, the Purchaser shall, at any time after such six (6) months have lapsed following the Closing Date, (i) be released from any and all obligations to pay the unpaid portion of the Purchase Price pursuant to Section 5.1 hereof, and (ii) have the right to request the Seller to repurchase such C-1 Preferred Stock and the C-2 Preferred Stock, in whole or in part, at a price of $1,018.25 per share of Preferred Stock, plus an uncompounded 10% annual interest (“Repurchase Price”) calculated commencing from the Closing Date to the date the Seller makes the full payment of the Repurchase Price, provided however, such Repurchase Price shall be deducted the amount of the unpaid portion of the Purchase Price pursuant to Section 5.1 hereof. The Seller shall consummate the repurchase of the Preferred Stock within ten (10) Business Days upon receipt of the written notice from the Purchaser requesting such repurchase pursuant to this Section 5.2.
Purchaser’s Put Option. The Company and the Purchaser agree that under certain circumstances as more fully set forth below, Purchaser may elect to sell to the Company its Warrant Shares or any portion of its Warrant Shares, and the Company agrees to buy such Warrant Shares or any portion thereof when properly tendered by the Purchaser. Purchaser's option as herein set forth (the "Put") to demand that the Company purchase, from time to time, the Warrant Shares or any portion thereof then held by Purchaser is subject to the following terms and conditions:
Purchaser’s Put Option. The Company agrees that (i) in the event that the shareholders fail to approve the amendment set forth in Section 7.3 above, then, provided that Purchaser has voted all of its shares of Capital Shares in favor of such amendment, Purchaser shall have the option to immediately put its Preferred Shares to the Company for a purchase price to the Company of Five Million Dollars ($5,000,000), such amount to be paid by the Company within thirty (30) days of Purchaser's exercise of such option; (ii) in the event that any security or any warrant, option or right to purchase any security that is convertible into voting capital stock of the Company is in fact so converted and, solely as a result of such conversion, Purchaser has less that fifty-one percent (51%) (on a "fully diluted basis") of the total outstanding voting shares of the capital stock of the Company or, if less than eighty percent (80%) of the shares are tendered to Purchaser as set forth in Section 8.2 of this Agreement, then, in either case, Purchaser shall have the option to immediately (x) put its Preferred Shares purchased under this Agreement to the Company and the Company shall pay Purchaser Five Million Dollars ($5,000,000) within thirty (30) days of Purchaser's exercise of such option or (y) purchase additional shares of the Company's voting capital stock, common or preferred, at Purchaser's option, for an aggregate price of One Hundred Dollars ($100), in an amount sufficient to provide Purchaser with at least sixty-seven percent (67%) (on a "fully diluted basis") of the total amount of the then outstanding shares of the voting capital stock of the Company. For purposes of this Agreement, "fully diluted basis" shall be determined by calculating the aggregate amount of the capital stock of the Company that would be outstanding assuming that all rights, options, warrants, convertible or exchangeable securities (including, but not limited to, all convertible or exchangeable debt), or rights, options, or warrants to purchase such convertible or exchangeable securities, had been fully and completely exercised, converted or exchanged, as the case may be, into shares of the capital stock of the Company.
Purchaser’s Put Option. If Golden Gate has accumulated negative earnings for any of the Financial Years through and including 2017, the Purchaser has the option of reversing the Share Purchase Agreement, which would require the Parties to return each other’s shares. The option expires at 5:30 P.M. EST on October 15, 2017.
