Put Call Right. If the Reverse Merger Transaction is not consummated within sixty (60) days following the date hereof (the “Outside Date”), then (a) each Member shall have the right for a period of thirty (30) days following the Outside Date to cause Orion to redeem such Member’s Orion Interests from such Member in exchange for the Orion Development Interests acquired from such Member hereunder, and (b) Orion shall have the right for a period of thirty (30) days following the Outside Date to cause all Members to acquire the Orion Development Interests acquired by Orion hereunder from Orion in exchange for the redemption of such Member’s Orion Interests.
Put Call Right. (a) (i) During the 30-day period beginning on January 1 of each of 2013, 2014 and 2015 and every two years thereafter, if MTVN Sub has not issued a Put Notice pursuant to Section 10.03(b) or (ii) at any time after January 1, 2011, if an Impasse in accordance with Section 9.08(c) shall have occurred, then RN Sub may deliver to MTVN Sub a written notice stating that RN Sub is willing to buy all of the Interests held by MTVN Sub and its Affiliates (the “Call Notice”). If RN Sub delivers a Call Notice, RN Sub shall be obligated to purchase (directly or through any Affiliate of RN Sub) and MTVN Sub shall be obligated to sell all of its and its Affiliates’ Interests, at an amount (the “Call Price”) equal to the greater of (x) the product of the aggregate Participation Percentage of MTVN Sub’s and its Affiliate’s Interests and the Appraised Value and (y) the original principal amount of the MTVN Note (the “MTVN Note Value”).
Put Call Right. (a) Executive's Put. In partial consideration of the Executive's noncompetition covenant pursuant to Section 8(b), at any time following the Effective Date, the Executive and/or any Permitted Transferee (as defined below) shall have the right (the "Put Right"), exercisable by delivery of a written notice (the "Put Notice") to the Company, to require the Company to purchase up to all, of the 258,333 Executive Performance Options (the "Put Options") (which Put Options have vested in accordance with their terms) granted to the Executive pursuant to the Xxxxxx Scientific International Inc. 1998 Equity and Incentive Plan (the "1998 Option Plan"), for an aggregate purchase price (the "Put Price") of $5,000,000 in cash, subject to the provisions of this Section 11. Following receipt of any Put Notice, the Company shall be required to pay the portion of the Put Price related to the portion of the Put Options subject to such Put Notice to the Executive or the Permitted Transferee, as applicable, upon the second business day following the first anniversary of the date the Put Notice is received by the Company; provided, that if on such second business day, the Executive is a "covered employee" whose compensation is subject to the limitation on deductibility imposed by Section 162(m) of the Code, such payment shall be delayed until the first date on which the Executive is no longer such a "covered employee." For purpose of this Section 11, "
Put Call Right. (a) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 6.7 or any actions that may have been taken under such Section), in the event that (i) the Management Services Agreement has been terminated for any reason and Regional elects to exercise its rights under this Section 10.6 or (ii) the Management Services Agreement has been terminated by Regional and Xxxxxxxx elects to exercise its rights under this Section 10.6, Regional or Xxxxxxxx, as applicable, may, at any time, give written notice (a “Put/Call Notice”) to the Company and the other Member of its desire to have the Company repurchase the Xxxxxxxx Parties’ entire Membership Interest for the fair market value thereof as determined below (the “Put/Call Price”). The Put/Call Price shall be determined by the Independent Appraiser, without regard to any discount for minority equity position or restriction of marketability, and shall be set forth in a written report delivered by such Independent Appraiser (the “Appraisal Report”) to the Company, Regional and Xxxxxxxx within thirty (30) days after the date of its appointment; provided, however, that if a Qualified Offer is then outstanding as described in Section 6.7(a) hereof, the Put/Call Price shall instead be determined based upon the purchase price for the Company Sale set forth in such Qualified Offer. The costs of such Independent Appraiser shall be borne by the Company.
Put Call Right. (i) In the event the Deadlock has not been resolved pursuant to Section 10.1 (a), either SGS or the Minority Shareholders shall have the right to exercise the Put/Call Right by providing to the other and the Company written notice of the Sale Offer or Purchase Offer. If the Minority Shareholders choose to exercise their Put/Call Right, then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company, a written notice executed by all Minority Shareholders. None of the Minority Shareholders can exercise the Put/Call Right until all Minority Shareholders have agreed and executed the notice delivered to SGS; provided, however, if the notice is to propose a Purchase Offer to SGS then not all Minority Shareholders executing the notice have to participate in purchasing SGS’s Shares; further provided, however, that if SGS rejects such a Purchase Offer, then all Minority Shareholders would be required to sell their Shares to SGS at the price specified in such Purchase Offer. The written notice delivered by the Minority Shareholders shall state the terms of the offer, which shall be binding on the Minority Shareholders, including the names of the Minority Shareholders that have elected to participate in the offer, the purchase price and other terms of such offer. Notwithstanding this Section, a Sale Offer proposed by the Minority Shareholders requires all Minority Shareholders to offer to sell all but not less than all of their Shares to SGS in accordance with this Section. If SGS and the Minority Shareholders both deliver written notice to the Company of its exercise of the Put/Call Right, the notice that was first received by the Company shall be the Put/Call Right that shall be exercised.
Put Call Right. (a) Exercise of Put/Call. At any time during which the Option is exercisable pursuant to Section 2, upon demand by either Diebold or the Company and simultaneously with the consummation of the Alternative Transaction, Diebold shall sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase from Diebold (the "Put/Call"), all or any portion of the Option, at the price equal to the product of multiplying (A) the difference between (1) the highest price per share to be paid for Common Shares in the Alternative Transaction (the "Offer Price") and (2) the Exercise Price, by (B) the number of Common Shares purchasable pursuant to the Option (or portion thereof that is subject to the Put/Call under this Section 7). In determining the Offer Price, the value of consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Diebold and reasonably acceptable to the Company.
Put Call Right. (a) At any time during the Option Period, VSI shall have the right to acquire from RDC, and RDC shall have the right to sell to VSI, the RDC Shares on the terms and conditions described herein. The purchase price for the RDC Shares shall be equal to 60% of the fair market value of the business of 3DV (determined on a going concern basis, but the License and Manufacturing Agreement and the Agreement between AOC and 3DV shall be valued fairly to 3DV for this purpose) and determined by consent between the Boards of Directors of VSI, on the one hand, and RDC, on the other hand, to be fair from a financial point of view to their respective companies; provided that in no event shall RDC be Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. required to sell the RDC Shares based on a valuation of 3DV less than (US) [**]. In the event that the parties shall be unable to reach a consensus on the valuation of 3DV, the matter shall be submitted to an internationally recognized investment bank operating in Israel for determination of the fair market value of the business of 3DV by such investment bank. The purchase price payable for the purchase and sale of the shares shall be paid in cash, or, in the event that the average daily closing price of the common stock of VSI on NASDAQ over the 20 trading day period preceding the closing date shall be at least [**] per share, and, at the election of VSI, a portion of the purchase price (as shall be agreed between VSI and the Shareholders) shall be paid in common stock of VSI with a value (based on the average 45 day prior trading value of such common stock) equal to such portion of the purchase price. If RDC requests, VSI will acquire shares of capital stock of 3DV held by employees of 3DV on the same terms and conditions that VSI shall acquire the RDC Shares. VSI's right to require RDC to sell the RDC Shares and RDC's right to require VSI to purchase the RDC Shares is referred to herein as the "Put/Call Right."
Put Call Right
