Put/Call Option. Following the date that is the second (2nd) anniversary of the Closing, if either the WHP Holder or the Express Holder would like to sell all or any portion of its respective Equity Securities of the Company to the other party or purchase the other party’s Equity Securities of the Company (in each case, such Holder the “Put / Call Party”), then the Put / Call Party shall provide the other party (the “Put / Call Counterparty”) with a written notice to that effect setting forth its proposal for such sale or purchase (the “Put / Call Proposal”), which proposal shall include the number of Equity Securities of the Company to be sold or purchased by the Put / Call Party (the “Put / Call Securities”), as applicable, and the purchase price for the Put/ Call Securities. The Put / Call Counterparty shall discuss and negotiate the Put / Call Proposal in good faith with the Put / Call Party for a period of at least thirty (30) days following the Put / Call Counterparty’s receipt of the Put / Call Proposal, and if the parties have not come to a binding agreement on the material terms and conditions for the consummation of such Put / Call Proposal following such 30-day period, then the Put / Call Party and the Put / Call Counterparty shall engage a mediator to be agreed among the Put / Call Party and the Put / Call Counterparty (the “Mediator”) (provided that if the parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Party and the Put / Call Counterparty shall continue to negotiate in good faith and use their respective commercially reasonable efforts to cause the Mediator to resolve all disagreements with respect to the Put / Call Proposal within 30 days after the engagement of the Mediator. All fees and expenses incurred in connection with the engagement of the Mediator pursuant to this Section 9.8 shall be borne 50% by the Put / Call Party and 50% by the Put / Call Counterparty (and, if applicable, each party shall bear the fees and expenses of its mediator engaged to select the final mediator).
Put/Call Option. In the event that Mitsui’s Pro Rata Share falls below ten percent (10%), (x) Mitsui shall have the right to sell to BioAmber Lux, and (y) BioAmber Lux shall have the right to purchase from Mitsui, all (but no less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof) in either case at a purchase price in cash equal to one hundred percent (100%) of Mitsui’s aggregate equity contributions to the Company as of the closing date of such purchase.
Put/Call Option. (a) Subject to Section 4.06(b), in the event of the termination of Executive’s employment for any reason other than for Cause, Executive shall have the option to sell, or cause to be sold, to the Company all shares of Common Stock (and other capital stock of the Company, if any) held by Executive and his Permitted Transferees, if any, and cancel all unexercised options issued under the Stock Option Plan held by Executive. In the event of the termination of Executive’s employment for any or no reason, the Company shall have the option to purchase from Executive and his Permitted Transferees, if any, all shares of Common Stock (and other capital stock of the Company, if any) held by any of them and cancel all unexercised options issued under the Stock Option Plan held by Executive. The options to sell and purchase referred to in this Section 4.06(a) are hereinafter collectively referred to as the “Put/Call Option.”
Put/Call Option. 7.1 Commencing on September 21, 2015 and ending on October 21, 2015 (the “Year One Option Period”), Lessor shall have thirty (30) days to exercise its option to “put” fifty percent (50%) of the Equipment back to Lessee for purchase (the “Year One Put”). Likewise, Lessee shall have the option to call fifty percent (50%) of the Equipment from Lessor for purchase during the Year One Option Period (the “Year One Call”). In the event that the Year One Put and/or the Year One Call is timely exercised, in writing, Lessee shall pay to Lessor the sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS and NO/100 ($125,000.00) on or before November 21, 2015. Further, if the Year One Put and/or the Year One Call is timely exercised, monthly Rent due under this Agreement shall be reduced by fifty percent (50%).
Put/Call Option. (a) At any time on or following the earlier of (i) the fourth anniversary of the date here of, (ii) the termination by the Heath XS, LLC of the employment of Xxxxxxx X. Xxxxx with Xxxxx XS, LLC or (ii) a Hallmark Change of Control, and until the tenth anniversary of the Closing (the “Option Expiration Date”), (a) the Class A Member shall have the right (the “Call Right”) to purchase from the Class B Member all, but not less than all, equity interests in the Company held by the Class B Member (the “Remaining Heath Group Securities”) and (b) the Class B Member shall have the right (the “Put Right”) to sell to the Class A Member all, but not less than all, of the Remaining Heath Group Securities, in each case ((a) and (b)) for a price equal to the Adjusted Option Price (the foregoing, the “Hardscrabble Put-Call Option”). If the Class A Member elects to exercise the Call Right, the Class B Member shall sell to the Class A Member all of the Remaining Heath Group Securities at the Adjusted Option Price. If the Class B Member elects to exercise the Put Right, the Class A Member shall purchase from the Class B Member all of the Remaining Heath Group Securities at the Adjusted Option Price. Notwithstanding the foregoing, the Put Right shall not apply if the employment of Xxxxxxx X. Xxxxx with Xxxxx XS, LLC is terminated by the Company with cause. Further notwithstanding the foregoing, the Call Right shall not apply if the employment of Xxxxxxx X. Xxxxx with Heath XS, LLC is terminated by the Company without cause. A Party shall make its respective election hereunder to purchase or sell, as the case may be, Remaining Heath Group Securities hereunder by written notice (the “Option Notice”) to other Party referencing this Section 7.05. The closing of the purchase and sale of Remaining Heath Group Securities hereunder (an “Option Closing”) shall take place at the Class A Member’s offices not later than 30 calendar days following delivery to the Class B Member of the Option Notice, or at such other place and such other time as the Parties may mutually agree; provided that, the Option Closing shall be delayed to a later date in the Class A Member’s discretion if the Class A Member’s counsel reasonably determines that any third party or regulatory consents are required or advisable in connection with the Option Closing. At an Option Closing, the applicable Parties shall execute and deliver such instruments as shall be appropriate to transfer Remaining Heath Group Securiti...
Put/Call Option. (a) At any time and from time to time during the Put Period upon delivery to the Company by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put Securities”), the Company will:
Put/Call Option. (a) Put/Call Offering Notice. Emeritus on the one hand or the other Members on the other hand (the "Initiating Members") may, at any time after Emeritus's admission to the Company as a Member, elect by giving notice (the Put/Call Offering Notice") to the other Members (the "Responding Members") to exercise the Put/Call mechanism provided under this Section 14.6, whereupon the provisions of this Section 14.6 shall apply. The Put/Call Offering Notice shall constitute the Initiating Members' offer to sell it or their own Interest in the Company to the Responding Members or to purchase the Responding Members' Interest in the Company. For purposes of this Section 14.6, decisions by the other Members (exclusive of Emeritus) (the "Other Members") must be unanimous to be effective. If the Other Members are obligated to purchase the Interest of Emeritus under this Section, such Interest when purchased shall be allocated among them in proportion to their then existing Interests in the Company, unless they otherwise agree to a different sharing arrangement. (b)
Put/Call Option. (a) At any time during the fifteen (15) Business Day period following its receipt of a Change of Control Notice from a Member (the “Changed Member”) pursuant to Section 10.03, each Member receiving the Change of Control Notice (the “Non-Changed Member”) shall, so long as it is not a Defaulting Member, have the right, but not the obligation, to deliver to the Changed Member a written notice requesting a determination of Company FMV in accordance with Section 9.05 (the “Company FMV Determination Request”), in which case Company FMV shall be determined in accordance with Section 9.05. For a period of thirty (30) Business Days following such determination of Company FMV (as finally determined in accordance with Section 9.05), each Non-Changed Member shall have a right (but not the obligation) to deliver to the Changed Member a written, unconditional, and irrevocable notice (an “Exercise Notice”) stating its election to either:
Put/Call Option. The Company shall have the option to make one "Put", and the Subscribers shall have the option to make one "Call", to fund up to an additional One Million ($1,000,000) Dollars in Preferred Stock pursuant to the terms of this Agreement and the Certificate of Designation. The Put, or Call may be made by either party at any time following sixty (60) days after the effective date of the registration statement (as set forth in the Registration Rights Agreement), or prior to one hundred twenty (120) days after the effective date of the registration statement. The closing for the Put or Call shall be fifteen (15) days after receipt of a written notice stating the applicable party's intention to Put or Call, and the completion of each of the following conditions:
Put/Call Option. The parties agree that Section 5(n) of the February 2014 Purchase Agreement has been deleted as part of another transaction.
