Put and Call Rights. (a) Subject to and in accordance with the procedures and provisions set forth in this Article IV, in the event Participant’s employment with the Company is terminated (i) by reason of the Participant’s death or (ii) by reason of the Participant’s Disability, the Participant shall have the right to require that the Company purchase from the Participant, for a period of 90 days following the date of such termination, its Shares in whole, but not in part, at the Participant Put/Call Option Price (the “Put Option”).
Put and Call Rights. (a) Sale by Stockholder to the Company (“Put Rights”). Subject to all provisions of this Section 4(a) and to Section 4(c) (“Prohibited Purchases”), Stockholder shall have the right to sell to the Company, and the Company shall have the obligation to purchase from Stockholder, all, but not less than all, of Stockholder’s shares of Common Stock following the termination of employment of Stockholder, at their Fair Market Value, if the employment of Stockholder with Parent, the Company or any Subsidiary that employs Stockholder (or by the Company on behalf of any such Subsidiary) (i) is terminated without Cause or (ii) terminates as a result of (A) the death or Disability of Stockholder, (B) the resignation of Stockholder (with Good Reason); or (C) the Retirement of Stockholder. If Stockholder desires to sell shares of Common Stock to the Company pursuant to this Section 4(a), he (or his estate, as the case may be) shall notify the Company not more than 180 days after the termination of employment as a result of death or Disability and not more than 90 days after the termination of employment as a result of a termination without Cause, the resignation of Stockholder or the Retirement of Stockholder, as applicable. For purposes of this Section 4(a) and Section 4(b), any resignation with or without Good Reason by Stockholder shall be treated as a Termination for Cause if, at the time of such resignation, Parent, the Company or any Subsidiary that employs Stockholder would have had the right to terminate Stockholder for Cause.
Put and Call Rights. (a) In the event of the occurrence of a Change of Control (as defined in the Certificate of Designation) in respect of the Company within twelve (12) months after the Effective Date, Company shall have the right (the “Company Call Right”) to purchase all or any portion of, the Series C Preferred Stock held by Investor, or any subsequent holder (including all Series C Preferred Stock purchased by Investor pursuant to the Series C Purchase Agreement, any Series C Preferred Stock purchased after the date hereof, and any other shares of Series C Preferred Stock acquired by Investor in any other manner), at a price equal to One Dollar ($1.00) (“Base Price”) plus the Call Premium (together, the “Exercise Price”) for each share called by the Company pursuant to this Section 2. Company (or its successor in the transaction) may exercise the Company Call Right by delivering a written notice to Investor within thirty (30) days after, or prior to or contemporaneously with, the closing of such transaction involving a Change of Control. Upon delivering such notice, the right of the holder(s) of the Series C Preferred Stock to convert these Series C Preferred Stock into Common Stock shall be suspended for that period, which will not exceed 60 days following the date of the delivery of the notice, until the Exercise Price has been delivered to the Investor. If the Exercise Price has not been delivered during such sixty (60) day period, the Investor conversion rights shall no longer be suspended. Subject to the foregoing, the rights of Investor, or any subsequent holder, to convert the Series C Preferred Stock into Common Stock shall terminate once the Investor has received the applicable aggregate Exercise Price. Such notice shall specify the date for completion of the purchase, which may not be later than sixty (60) days following the date of such notice. For the purposes of this Agreement, “Call Premium” shall be equal to the greater of (i) Ten Cents (US) (US$0.10), or (ii) twenty percent (20%) per annum, calculated initially on the Base Price and compounded annually thereafter, pro rated to the date of purchase of the Series C Preferred Stock. Notwithstanding the foregoing, if the Change of Control involves Xxxxx Xxxxx or Investor, any person or company identified by Xxxxx Xxxxx or Investor prior to May 1, 2011 as a possible person or entity for a transaction involving a Change of Control, any person or entity associated with, or related to, Xxxxx Xxxxx or Investor, or...
Put and Call Rights. (a) At any time on or after the third anniversary of the Closing Date, the WISCO Member shall have a right to sell to G-P, or to obligate the Company to redeem, in WISCO's sole discretion, all or any portion of the WISCO Member's Units (the "WISCO Put") at a purchase or redemption price, as the case may be, equal to the Formula Price multiplied by a fraction, the numerator of which shall be the number of Units being sold or redeemed and the denominator of which shall be the total number of Units of the Company then outstanding (the "Put Price"); provided, however, that WISCO shall not have the right to exercise the WISCO Put on more than (3) three occasions.
Put and Call Rights. 47 11.2 Terms of Put or Call..............................................................................48 11.3 Termination of Put and Call Rights................................................................49
Put and Call Rights. (a) The Put. Commencing on the date which is three (3) years from and ------- after the Closing Date (as such term is defined in the Exchange Agreement) and following the Determination (as defined below) as set forth in Section 3(c), MAI shall have the right (the "Put") to cause New Company to purchase, and, New Company shall purchase, all or part of the Shares upon written notice (the "Put Notice") to New Company, which shall specify the number of Shares proposed to be sold, which shall not be less than 50,000 shares (unless the number of shares owned is less than 50,000, in which event the number specified must be all shares owned). The purchase price for such Shares shall be an amount equal to the fair market value thereof (as determined pursuant to Section 3(c) below) on the date that notice is given of the exercise of the Put, or the Intention Notice, whichever is first delivered.
Put and Call Rights. In the event any Transferring Stockholder should sell any capital stock of the Company in contravention of the rights of the Major Stockholders set forth in Sections 2 and 3 hereof (a “Prohibited Transfer”), the Major Stockholders shall have the put and call options provided in Sections 4(b), (c) and (d) below, and the third party purchaser or purchasers of the Transferring Stockholder’s capital stock (the “Contingent Purchaser”) and the Transferring Stockholder shall be bound by the applicable provisions of such put and call options.
Put and Call Rights. Section 4.01. Non-Nextel Shareholder Put Rights.............................33 Section 4.02. Nextel Shareholder Call Right.................................40
Put and Call Rights. Except as specifically provided below, upon any termination of Executive’s employment with the Company prior to fifth anniversary of the Commencement Date, the put and call rights (if any) described below shall apply for one-year following such termination (or through the occurrence of a Change of Control, if earlier) the Company shall have the right to require Executive to sell the Management Stock (and vested options as applicable) back to the Company (i.e., a call right) (provided that in any such case involving a termination without Cause or for Good Reason, the Company shall give notice to Executive or his representative of whether it will exercise its call right on Option Stock, not less than 10 business days prior to expiration of Executive’s vested options), and Executive shall have the right to require the Company to repurchase the Management Stock and vested options (i.e., a put right), as follows: • Termination by reason of Death or Disability: Executive put right on all (i) Management Stock held at least six months and one day and (ii) vested options,(2) in all cases, with the purchase price equal to the Fair Market Value on the date of repurchase. The Company will have a call right on all vested options, with the purchase price equal to the Fair Market Value on the date of repurchase, less, the applicable option exercise price.
Put and Call Rights. Section 4.01. Non-Nextel Shareholder Put Rights 33 Section 4.02. Nextel Shareholder Call Right 40 Section 4.03. Fair Market Value Calculation 44 Section 4.04. Management Stockholder Tag Along Right 48 Section 4.05. Company Repurchase Rights 49 ARTICLE 5 Anti-Dilution Rights Section 5.01. Anti-Dilution Rights 51 Section 5.02. Special NWIP Anti-Dilution Rights 53 Section 5.03. Special NWIP Preemption of Registration Rights 54
