Common use of PUT NOTICE Clause in Contracts

PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall only be used for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance with Section 2.1 of this Agreement (for the avoidance of doubt, the Initial Purchase Price shall not be used for purposes of determining the actual price per share to be paid by the Investor to the Company with respect to a Put Notice). The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor on or before 4:00 p.m. Eastern time, on the Put Date, provided, however, that if the Investor receives the Put Notice after 2:30 p.m. Eastern time on the Put Date, then such delivery of such Put Shares as DWAC Shares shall be extended to on or before 4:00 p.m. Eastern Time on the Trading Day immediately following the Put Date. In addition to any other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereof.

PUT NOTICE. At Subject to the terms ------------------- ---------- and conditions of this Section 3, at any time after the fifth anniversary of the date hereof and prior to a Liquidity Event, the Requisite Investors may elect to require the Company to purchase all (but not less than all) of the outstanding Shares held by the Investors at a price per Share equal to the applicable Fair Value Per Share (determined as of the date the Put Notice is delivered) by giving written notice to the Company of such election (the "Put Notice"), ---------- whereupon Company shall be obligated to purchase, and the Investors shall be obligated to sell, the Shares, subject to the following conditions: (i) the Company shall use its best efforts to obtain all consents, approvals and waivers from third parties (including the stockholders of the Company) that may be necessary in order to permit the Company to purchase the Warrant Shares, and in the event that the Company cannot, after using such best efforts, obtain any such consent, approval or waiver that is required for the Company to purchase any Warrant Shares, the Company shall be relieved from its obligation hereunder to purchase such warrant Shares; (ii) the Company shall use its commercially reasonable efforts to obtain all consents, approval, and waivers from third parties (including the stockholders of the Company) that may be necessary in order to permit the Company to purchase the Sale Shares, and in the event that the Company cannot after using such commercially reasonable efforts obtain any such consent, approval or waiver that is required for the Company to purchase any Sale Shares, the Company shall be relieved from its obligation hereunder to purchase such Sale Shares; (iii) in the event the Company shall not have sufficient funds on hand to purchase all of the warrant Shares, the Company shall use its best efforts to obtain such funds from third party financing sources on reasonable and customary terms to pay in full in cash the aggregate purchase price required to be paid for the Warrant Shares pursuant to this Section 3, and if, after using such best efforts, the Company cannot obtain such funds to purchase all of the Warrant Shares, the Company shall be obligated hereunder to purchase, on a pro rata basis from all Investors in proportion to their holdings of Warrant Shares, only those Warrant Shares that the Company is able to purchase out of funds on hand and obtained from third party financing sources, if any; (iv) in the event the Company shall not have sufficient funds on hand to purchase all of the Sale Shares, the Company shall use its commercially reasonable efforts to obtain such funds from third party financing sources on reasonable and customary terms to pay in full in cash the aggregate purchase price required to be paid for the Sale Shares pursuant to this Section 3, and if, after using such commercially reasonable efforts, the Company cannot obtain such funds to purchase all of the Sale Shares, the Company shall be obligated hereunder to purchase, on a pro rata basis from all Investors in proportion to their holdings of Sale Shares, only those Sale Shares that the Company is able to purchase out of funds on hand and obtained from third party financing sources, if any; (v) in the event that the Company is prohibited or restricted by Applicable Law from purchasing any Warrant Shares or Sale Shares, the Company's obligation to purchase such shares hereunder shall be suspended until such time as the Company is no longer subject to time during any such prohibition or restriction and any such purchase permitted to be made shall first be made of Warrant Shares on a pro rata basis; (vi) in the Commitment Period, except as provided event that the Board determines in good faith that the Company's performance of its obligations under this AgreementSection 3 could reasonably be expected to have a Material Adverse Effect, the Company may deliver postpone the Put Closing for such period as the Board may in good faith determine in order to avoid such Material Adverse Effect; and (vii) in the event that the Requisite Investors have delivered a Put Notice to Investor, subject the Company and the Company has given the Investors written notice prior to satisfaction 30 days following final determination of the conditions set forth in Section 7.2 and otherwise provided herein. The initial price per share identified in Fair Value Per Share of the respective Put Notice shall be equal to the Initial Purchase Price and shall only be used for purposes of determining the number of shares of Common Series B Preferred Stock that the Company can issue pursuant has fixed plans to a respective Put Notice in accordance with Section 2.1 of this Agreement (for the avoidance of doubt, the Initial Purchase Price shall not be used for purposes of determining the actual price per share to be paid by the Investor to the Company with respect to a Put Notice). The Company shall deliverengage in, or cause is otherwise attempting to be deliveredengage in, the Put Shares as DWAC Shares to the Investor on or before 4:00 p.m. Eastern time, on the Put Date, provided, however, that if the Investor receives the Put Notice after 2:30 p.m. Eastern time on the Put Date, then such delivery of such Put Shares as DWAC Shares shall be extended to on or before 4:00 p.m. Eastern Time on the Trading Day immediately following the Put Date. In addition to any other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”)Liquidity Event, then the Company shall pay in cash not be obligated to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Put such Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereofthis Section 3 unless and until such Liquidity Event is abandoned.

PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall only be used for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance with Section 2.1 of this Agreement (for the avoidance of doubt, the Initial Purchase Price shall not be used for purposes of determining the actual price per share to be paid by the Investor to the Company with respect to a Put Notice). The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor on or before 4:00 p.m. Eastern time, on the Put Date, provided, however, that if the Investor receives the Put Notice after 2:30 p.m. Eastern time on the Put Date, then such delivery of such Put Shares as DWAC Shares shall be extended to on or before 4:00 p.m. Eastern Time on the Trading Day immediately following the Put Date. In addition to any other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereof.

PUT NOTICE. At The Parent will give notice of any time and from time each Put Option pursuant to time during this Section 1 to each holder of Purchaser Shares not less than fifteen (15) days nor more than sixty (60) days before the Commitment Perioddate fixed for prepayment of the Notes (the "Put Repurchase Date"), except as provided in this Agreement, stating: (a) that the Company may deliver a Put Notice has elected to Investor, subject prepay Notes; (b) the aggregate principal amount of Notes that the Company has elected to satisfaction prepay; (c) the aggregate principal amount of Notes outstanding on the date of the conditions notice; (d) that each holder of Purchaser Shares has the right to cause the Parent to repurchase the Proportionate Number of the Purchaser Shares held by such holder at the Market Price; (e) a detailed calculation, for each holder of Purchaser Shares, of the Proportionate Number; (f) a calculation reflecting the Market Price, calculated as of the date of such notice; (g) if the Market Price is based upon the Closing Prices for the immediately preceding twenty (20) trading days, a statement to that effect, and a statement that the actual Market Price will be the Market Price calculated as of the actual Put Repurchase Date, which may be greater or less than the estimated Market Price set forth in such notice; and (h) a description of the procedure for accepting the offered repurchase (as set forth in Section 7.2 1.3) and otherwise provided herein. The initial price per share identified in stating that holders seeking to have Purchaser Shares repurchased shall deliver certificates representing the respective Put Notice shall Purchaser Shares to be equal repurchased to the Initial Purchase Price and shall only be used Parent, together with stock powers duly endorsed, for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance with Section 2.1 of this Agreement (for the avoidance of doubt, the Initial Purchase Price shall not be used for purposes of determining the actual price per share to be paid by the Investor to the Company with respect to a Put Notice). The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor on or before 4:00 p.m. Eastern time, arrival on the Put Repurchase Date, provided, however, that if . If the Investor receives Parent shall not have received a written response to such notice from any holder of Purchaser Shares within ten (10) Business Days prior to the Put Notice after 2:30 p.m. Eastern time on the Put Repurchase Date, then the Parent shall immediately send a second notice to each such delivery holder of such Put Shares as DWAC Shares shall be extended to on or before 4:00 p.m. Eastern Time on the Trading Day immediately following the Put Date. In addition to any other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereofPurchaser Shares.

PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall only also be used for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance with Section 2.1 of this Agreement (Agreement. At the end of the Valuation Period, the Purchase Price for the avoidance of doubt, the Initial Purchase Price respective Put Shares and Investment Amount shall not be used for purposes of determining the actual price per share to be paid by the Investor to the Company with respect to a Put Notice)established as further provided in this Agreement. The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor on or before 4:00 4:30 p.m. Eastern time, on the Put Date, provided, however, that if the Investor receives the Put Notice after 2:30 p.m. Eastern time on the Put Date, then such delivery of such Put Shares as DWAC Shares shall be extended to on or before 4:00 p.m. Eastern Time on the Trading Day immediately following the Put Date. In addition to any other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereof.

PUT NOTICE. At any time and from time The Parent will give notice of each Put Option pursuant to time during this Section 1 to each holder of Purchaser Shares not less than fifteen (15) days nor more than sixty (60) days before the Commitment Perioddate fixed for prepayment of the Notes (the "PUT REPURCHASE DATE"), except as provided in this Agreement, stating: (a) that the Company may deliver a Put Notice has elected to Investor, subject prepay Notes; (b) the aggregate principal amount of Notes that the Company has elected to satisfaction prepay; (c) the aggregate principal amount of Notes outstanding on the date of the conditions notice; (d) that each holder of Purchaser Shares has the right to cause the Parent to repurchase the Proportionate Number of the Purchaser Shares held by such holder at the Market Price; (e) a detailed calculation, for each holder of Purchaser Shares, of the Proportionate Number; (f) a calculation reflecting the Market Price, calculated as of the date of such notice; (g) if the Market Price is based upon the Closing Prices for the immediately preceding twenty (20) trading days, a statement to that effect, and a statement that the actual Market Price will be the Market Price calculated as of the actual Put Repurchase Date, which may be greater or less than the estimated Market Price set forth in such notice; and (h) a description of the procedure for accepting the offered repurchase (as set forth in Section 7.2 1.3) and otherwise provided herein. The initial price per share identified in stating that holders seeking to have Purchaser Shares repurchased shall deliver certificates representing the respective Put Notice shall Purchaser Shares to be equal repurchased to the Initial Purchase Price and shall only be used Parent, together with stock powers duly endorsed, for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance with Section 2.1 of this Agreement (for the avoidance of doubt, the Initial Purchase Price shall not be used for purposes of determining the actual price per share to be paid by the Investor to the Company with respect to a Put Notice). The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor on or before 4:00 p.m. Eastern time, arrival on the Put Repurchase Date, provided, however, that if . If the Investor receives Parent shall not have received a written response to such notice from any holder of Purchaser Shares within ten (10) Business Days prior to the Put Notice after 2:30 p.m. Eastern time on the Put Repurchase Date, then the Parent shall immediately send a second notice to each such delivery holder of such Put Shares as DWAC Shares shall be extended to on or before 4:00 p.m. Eastern Time on the Trading Day immediately following the Put Date. In addition to any other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in an open market transaction or otherwise) or the Investor’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash to the Investor, within one (1) Business Day of Investor’s request, the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereofPurchaser Shares.

PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement, the Company may deliver a Put Notice to Investor, subject to satisfaction of the conditions set forth in Section 7.2 and otherwise provided herein. The initial price per share identified in the respective Put Notice shall be equal to the Initial Purchase Price and shall only be used for purposes of determining the number of shares of Common Stock that the Company can issue pursuant to a respective Put Notice in accordance with Section 2.1 of this Agreement (for the avoidance of doubt, the Initial Purchase Price shall not be used for purposes of determining the actual price per share to be paid by the Investor to the Company with respect to a Put Notice). The Company shall deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor on or before 4:00 p.m. Eastern time, on the Put Date, provided, however, that if the Investor receives the Put Notice after 2:30 p.m. Eastern time on the Put Date, then such delivery of such Put Shares as DWAC Shares shall be extended to on or before 4:00 p.m. Eastern Time on the Trading Day immediately following the Put Date. In addition to any other rights available to the Investor, if the Company fails to cause the Company’s transfer agent to deliver to the Investor the respective Put Shares in accordance with the provisions of this Agreement, and if after such date the Investor is required by its broker to purchase (in purchase(in an open market openmarket transaction or otherwise) or the Investor’s brokerage Investor’sbrokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Investor of the respective Put Shares which the Investor anticipated receiving upon receipt of the respective Put Notice (a “Buy-In”), then the Company shall pay in cash to the Investor, within one (1) Business Day BusinessDay of Investor’s requestInvestor’srequest, the amount, if any, by which (x) the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Put Shares that the Company was required to deliver to the Investor in connection with the respective Put Notice times (2) the price at which the sell order giving rise to such purchase obligation was executed. For example, if the Investor purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to such Put Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, the Company shall be required to pay $1,000 to the Investor. The Investor shall provide the Company written notice indicating the amounts payable to the Investor in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit an Investor’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Put Shares as required pursuant to the terms hereof.