Put by Management Holders Clause Samples

Put by Management Holders. (i) If the employment of any Management Holder by the Company or any Subsidiary shall be terminated for any reason (other than for Cause or upon a resignation without Good Reason) prior to the Public Float Date (any such termination being hereinafter referred to as a "Put Event"), any such terminated or resigning Management Holder and his direct and indirect transferees shall have the right (the "Put Option"), subject to Section 2.3(a)(ii) below, by delivery of one or more written notices to the Company (with copies to each Non-Initiating Management Holder and JWC Holder) (the "Put Notice") during the 30-day period beginning on the date of the Put Event (the "Put Period"), to cause the Company to purchase, and the Company shall purchase, all of the Subject Securities that (x) were originally issued by the Company to such Management Holder, and (y) were owned by such Management Holder or his direct or indirect transferees on the date of the Put Event (such Subject Securities to be purchased hereunder being referred to collectively as the "Put Securities"), at the Put Price of such Put Securities as of the date of the Put Event. Neither termination for Cause nor resignation without Good Reason shall constitute a Put Event. (ii) If and to the extent that, subsequent to a Put Event and prior to the expiration of the Put Period with respect to such Management Holder, the Management Holder and his direct and indirect transferees do not elect to exercise the Put Option by delivery of a Put Notice to the Company in accordance with this Section 2.3, all of the Management Holder's and such transferees' rights to sell Put Securities to the Company pursuant to this Section 2.3 shall terminate. (b) The closing of the purchase of any Put Securities from a Management Holder or his direct and indirect transferees pursuant to this Section 2.3 shall take place at the principal office of the Company on such date within 30 days after the expiration of the Put Period with respect to such Management Holder as the Company shall specify to such Management Holder and his direct and indirect transferees in writing. At any closing pursuant to this Section 2.3, the Company shall deliver the payment for the Put Securities in accordance with Section 2.3(e) hereof against delivery of certificates and/or other instruments representing, together with stock or other appropriate powers duly endorsed with respect to, the Put Securities specified in the Put Notice, free and clear of all claim...