Put Arrangements Clause Samples
A Put Arrangements clause gives one party the right to require another party to purchase certain assets, shares, or interests at a predetermined price or under specified conditions. In practice, this clause is often used in joint ventures or shareholder agreements, where a minority shareholder may want the option to exit the investment by selling their stake to the majority shareholder or the company itself. The core function of this clause is to provide an exit mechanism and liquidity for parties, ensuring that they have a clear and enforceable way to divest their interests if certain events occur or conditions are met.
Put Arrangements. (a) At any time following the fifth anniversary of the date hereof each holder of Investor Shares shall have the right to require the Company to repurchase all or any portion of the such holder's Investor Shares at the Put Price (the "PUT") by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof to be purchased (the "PUT NOTICE"). The right to exercise the Put shall inure to the benefit of all transferees of the Investor Shares (other than transferees in a Public Sale).
(b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "REQUESTING HOLDERS") shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty (20) days after the determination of the Put Price, the Company shall purchase and the Requesting Holders shall sell the amount of such Requesting Holder's Investor Shares specified in the Put Notice at a mutually agreeable time and place (the "PUT CLOSING"). Upon receipt of any Put Notice, any other holder of Investor Shares may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting Holder.
(c) At the Put Closing, the Requesting Holders shall deliver to the Company certificates and other instruments (if any) representing the Investor Shares to be repurchased by the Company, and the Company shall deliver to the Requesting Holders the Put Price by cashier's or certified check payable to the Requesting Holders or by wire transfer of immediately available funds to an account designated by the Requesting Holders; provided that if, as the result of the payment in cash of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence o...
Put Arrangements. The Put. At any time after the Put Trigger Date, Purchasers holding 33% of the Investor Common Stock shall have the right to Put any or all of the Investor Common Stock held by such Purchasers at the Put Price by delivering the Put Notice; provided, however, that no Purchaser shall have the right to Put an amount of Investor Common Stock which is less than 25% of the amount of Investor Common Stock held by such Purchaser on the date hereof after giving effect to the Tranche I Closing or to deliver any Put Notice within six months of the delivery of any previous Put Notice. Within five days after receipt of a Put Notice, the Company shall deliver the Exercise Notice to all other Purchasers. Each Purchaser receiving an Exercise Notice may request to participate in the Put by delivering a Participation Notice to the Company within five days after receipt of the Exercise Notice. The right to exercise the Put will inure to the benefit of all transferees of the Investor Common Stock.
Put Arrangements. 33 7A. The Put ..................................................... 33 7B. Put Closing ................................................. 34 7C.
Put Arrangements. (a) During the Put Periods (as hereinafter defined), O Member shall have the right for any reason to require the Company to repurchase all, but not less than all, of its interest in the Company at the Put Price (as hereinafter defined) (the "Put") by delivering a written notice to the Company (the "Put Notice"). For purposes hereof, the "Put Periods" shall mean the period between March 1 and March 15 and the period between September 1 and September 15 of each year, provided the period begins six (6) months or more after the date of this Agreement.
(b) Upon the delivery of the Put Notice, the Company, G Member and O Member shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof within ten (10) business days after the determination of the Put Price, the Company shall purchase and O Member shall sell its interest in the Company at a mutually agreeable time and place (the "Put Closing").
(c) At the Put Closing, the Company shall deliver to O Member the Put Price by cashier's or certified check payable to O Member or by wire transfer of immediately available funds to an account designated by O Member. For purposes hereof, the "Put Price" shall mean the "Net Book Value Interest" of O Member's interest in the Company. For purposes of this Agreement, the "Net Book Value Interest" of a Member shall mean a Member's capital account balance, adjusted for profits and losses of the Company realized as of such date and allocable to such Member to the extent not already factored into the capital account balance of such Member.
Put Arrangements. (a) The Investor shall have the right (such right, the "Put") to require the Company at any time with at least 90 days prior written notice (the "Put Notice"), to repurchase effective as of the third anniversary of the date hereof or any time thereafter, all, but not less than all, of the Shares held by the Investor at the time of such repurchase at a price equal to the Redemption Price as of the third anniversary of the date hereof (the "Put Price"); provided, the Investor may exercise the Put at the Put Price at any time after an Organic Change upon delivering the Put Notice.
(b) If the Put Notice has been timely delivered the Company shall, on or after the third anniversary of the date hereof, purchase and the Investor shall sell all of the Shares owned by the Investor at the time of such repurchase at the Put Price (the "Put Closing").
Put Arrangements. (a) At any time during each Put Exercise Period (as defined below), if the Company's actual Adjusted EBITDA is less than 80% of the Adjusted EBITDA targets set forth in a separate writing delivered at the closing of the Asset Purchase Agreement by signature of an officer of Zecal and countersigned by a LZ Director (for either the year ended December 31, 2001, the year ended December 31, 2002 or the two year period ended December 31, 2002), the holders of Preferred Company Interests (other than HTI or any of its Affiliates) shall have the right (but not the obligation) to require HTI to repurchase all or any portion of such holder's Preferred Company Interests at the Put Price (the "Put") by delivering a written --- notice to HTI specifying the amount of Preferred Company Interests to be purchased (the "Put Notice"). Each "Put Exercise Period" shall be the 90- ---------- ------------------- day period
Put Arrangements