Put and Call Options Clause Samples
A Put and Call Options clause establishes the rights of parties to require the sale or purchase of an asset, typically shares or property, at a predetermined price within a specified timeframe. In practice, a 'put option' allows one party to compel the other to buy the asset, while a 'call option' gives a party the right to require the other to sell. This mechanism is often used in joint ventures or shareholder agreements to provide flexibility for exit strategies or to resolve deadlocks. The core function of this clause is to offer certainty and control over future ownership changes, thereby managing risk and facilitating smoother transitions between parties.
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Put and Call Options. Pursuant to the terms of that certain Confirmation dated August 21, 1997, and the agreements, provisions and definitions incorporated by reference therein (the "Trust Call Option"), between Duke Pass-Through Asset Trust 1997-1, a trust formed under the laws of the State of New York (the "Trust"), and Union Bank of Switzerland, London Branch (the "Callholder"), upon delivery of irrevocable notice by the Callholder to the Trust on or before July 30, 2004 (or if that day is not a Business Day, the preceding Business Day), the Callholder has the right to purchase the Notes from the Trust on August 15, 2004 (the "Settlement Date") (or, if that day is not a Business Day, on the first following day that is a Business Day), for a purchase price equal to 100% of the aggregate face amount thereof (the "Call Price"). Pursuant to that certain Trust Agreement (the "Trust Agreement") dated as of August 18, 1997, between Issuer and the Trust, the Trust has the obligation to require the Issuer to repurchase all of the Notes (the "Put Option") at a purchase price equal to 100% of the aggregate face amount thereof on the Settlement Date, if (i) the Trustee (as defined in the Trust Agreement, initially The First National Bank of Chicago) has not received irrevocable notice from the Callholder on or before July 30, 2004, that the Callholder intends to exercise the Trust Call Option, or (ii) the Callholder fails to make payment of the Call Price on the Business Day prior to the Settlement Date. Notwithstanding the foregoing, the Trust Agreement may be amended under certain circumstances to provide that the Trustee will not exercise the Put Option and to provide for such other changes to the Trust Agreement as may be consequential thereto. In the event that the Trust Call Option is exercised, then under the terms of the Confirmation between the Issuer and the Callholder dated August 21, 1997 (the "Operating Partnership Call Option"), the Issuer has the right and option, upon delivery by it of irrevocable notice to the Callholder during the period from July 30, 2004, to and including August 5, 2004 (or the first following day that is a Business Day), to purchase from the Callholder all of the Callholder's right, title and interest and obligations in, to and under the Trust Call Option in consideration for a payment to the Callholder on the Settlement Date (or, if that day is not a Business Day, the first following day that is a Business Day) in an amount calculated pursuant to t...
Put and Call Options. Notwithstanding the foregoing provisions of this Article III, pursuant to a separate put and call agreement entered into concurrently herewith (the "Put/Call Agreement"), LGII shall have an option to purchase the shares of Common Stock held by BCP and PSIM, and BCP and PSIM shall have an option to require LGII to purchase the shares of Common Stock held by BCP and PSIM, subject, in each case, to the provisions of the Put/Call Agreement. Transfers of Common Stock in accordance with the exercise of the Options described in the Put/Call Agreement shall be permitted notwithstanding anything to the contrary in Sections 3.1, 3.2 or 3.3 hereof.
Put and Call Options. The Fund may buy and sell certain kinds of put options (puts) and call options (calls). These strategies are described below. |_| Writing Covered Call Options. The Fund may write (that is, sell) call options. The Fund's call writing is subject to a number of restrictions:
Put and Call Options. (a) Executive's Put Option
Put and Call Options. Seller shall have a put option (the -------------------- "Put Option") with respect to Seller's interest in the stock of Natural Gas and Gathering and Buyer shall have a call option (the "Call Option") with respect to Seller's interest in the stock of Natural Gas and Gathering, both on mutually agreeable terms to be negotiated in good faith between Seller and Buyer.
Put and Call Options. Subject to the terms and conditions of this Deed and with effect from the Effective Date, the Transferee Company hereby grants to each of the Sellers an option to require the Transferee Company to purchase (the "Put Option"), and each of the Sellers hereby grants to the Transferee Company an option to purchase (the "Call Option"), the number of Midco 3 Loan Notes set out opposite each Seller's name in column (2) of Schedule 1.
Put and Call Options. (i) In order to exercise its Default Call Option or Default Put Option the Non-Defaulting Shareholder shall deliver to the Defaulting Shareholder, a FMV Determination Request The Company - CSM - Lucent Confidential 49 and, if applicable, a Net Book Value Determination Request. Upon issuance of such request or requests, the parties shall determine Fair Market Value and, if applicable, Net Book Value in accordance with the provisions of the respective definitions thereof. To the extent applicable, the Non-Defaulting Shareholder may require a concurrent determination of Fair Market Value and Net Book Value for purposes of both the Default Call Option and Default Put Option.
(ii) Within 30 days of determination of both Fair Market Value and Net Book Value, the Non-Defaulting Shareholder shall issue a notice to the Defaulting Shareholder specifying whether or not it plans to exercise the Default Call Option (to the extent applicable) or Default Put Option. In the event that the Non-Defaulting Shareholder provides notice of exercise of either option, subject to any U.S., Singapore or other regulatory filings or notifications and/or the receipt of any U.S., Singapore or other regulatory approvals or consents, if any, the completion for the purchase and sale of the shares shall take place 30 days after the date of provision of such election notice. Failure by the Non-Defaulting Shareholder to exercise its Default Call Option or Default Put Option shall not prejudice its right to make subsequent FMV Determination Requests or Net Book Value Determination Requests or subsequently exercise its Default Call Option or Default Put Option so long as an Event of Default has occurred and is continuing.
(iii) At the completion of the purchase and sale transaction contemplated under this sub-Clause (F), the Defaulting Shareholder shall pay the purchase price for the shares of the Company held by the Non-Defaulting Shareholder in the form of cash in Singapore Dollars by wire transfer of immediately available funds to an account designated in writing by the Non-Defaulting Shareholder against delivery by the Non-Defaulting Shareholder of certificates representing all such shares, free and clear of any liens, claims, charges or encumbrances. Stamp duties in respect of the transfer of such shares shall be paid by the Defaulting Shareholder.
(iv) If Lucent is the Non-Defaulting Shareholder and it elects to exercise the Default Call Option, CSM shall, if requested by Lucent and subj...
Put and Call Options. Subject to the limitations and restrictions described below and applicable securities laws, Seller may, in its sole discretion, sell any or all of its 84,500 shares of vested FDI common stock received by it and one-half of any additional shares of FDI common stock that vests pursuant to Section 1.5 i) (maximum of 200,000 shares) to Fortune and Fortune shall purchase any of Seller's shares of vested FDI common stock offered by Seller. The put price per share shall be $1.00. Seller may only exercise this put option during the seven (7) day period following the final determination of EBIT (pursuant to Section 1.5 ii)). Any closing on a sale of any or all of the shares of vested FDI common stock to Fortune shall occur within ninety (90) days of Fortune's receipt of written notice from Seller requesting exercise of its put option. In addition, Fortune may, in his sole discretion, call one-half of any additional shares of FDI common stock that vests pursuant to Section 1.5 i) (maximum of 200,000 shares) from Seller and Seller shall sell any of Seller's shares of vested FDI common stock that are called by Fortune. The call price per share shall be $1.50. Fortune may only exercise this call option during the twenty-one day period following the final determination of EBIT (pursuant to Section 1.5 ii)). Any closing on a sale of any or all of the shares of vested FDI common stock to Fortune shall occur within ninety (90) days of Seller's receipt of written notice from Fortune requesting exercise of his call option.
Put and Call Options. 8.1 The Put and Call Options referred to in this clause will be conditional upon the Investor paying the Subscription Balance in accordance with clause 4. If the Subscription Balance is not paid in accordance with such clause the Put and Call Options referred to in this clause will lapse and be of no further force or effect.
8.2 GMN hereby grants the Investor the right to sell to GMN and to require GMN to purchase the Subscription Shares in accordance with the provisions of this clause ("PUT OPTION").
8.3 The Investor grants GMN the right to purchase from the Investor and to require the Investor to sell the Subscription Shares in accordance with the provisions of this clause ("CALL OPTION").
8.4 Provided that the Call Option Notice has not been previously served pursuant to clause 8.5, the Investor may exercise the Put Option on one occasion only in relation to all the Subscription Shares at any time before 31 December 2007 by not less than 7 days' notice in writing to GMN ("PUT OPTION NOTICE"). If a Put Option Notice is served in accordance with this clause and the Subscription Shares have been sold and transferred to GMN pursuant to such notice, the Call Option will lapse and be of no further force or effect.
8.5 Provided that a Put Option Notice has not been previously served pursuant to clause 8.4, the Call Option may be exercised by GMN at any time after the date on which South African exchange control regulations are abolished (as defined below), on not less than 7 days notice in writing to the Investor ("CALL OPTION NOTICE"), or on 31 December 2007 whichever is the earlier. Unless previously exercised, GMN will be deemed to have exercised the Call Option on 31 December 2007 unless GMN shall have given 10 days prior written notice that the Call Option should not be exercised on that date. For the purpose of this clause 8.5 South African exchange controls shall be deemed to have been abolished on the earlier of the effective date on which:
8.5.1 South African exchange controls are abolished in their entirety; or
8.5.2 South African exchange controls are modified to the extent that there is no material restriction, prohibition, hindrance or similar encumbrance, on the Investor holding a minority shareholding in GMN.
8.6 The Investor will use its best endeavours to obtain as soon as practicable any approvals from the South African Reserve Bank or from any other relevant body ("APPROVALS") which may be necessary to enable the transactions contemplated by...
Put and Call Options. Any holder of Covered Management Shares may Transfer any or all of such Shares pursuant to Article VI, without regard to any other restrictions on transfer contained elsewhere in this Agreement, provided that if such Shares are Transferred to any member of a Principal Investor Group pursuant to Section 6.7, such Shares shall conclusively be deemed thereafter to be Shares under this Agreement.