Put Offer Clause Samples
A Put Offer clause grants one party the right to require another party to purchase a specified asset, such as shares or property, at a predetermined price or according to a set formula. Typically, this clause is triggered by certain events, such as a change in control, deadlock, or the occurrence of a defined milestone, and outlines the process and timeline for exercising the put right. Its core practical function is to provide an exit mechanism or liquidity option for the party holding the put right, thereby managing risk and offering certainty in situations where continued participation may no longer be desirable.
Put Offer. See Section 1.06(b).
Put Offer. (a) Subject to Section 2.12(b), at any time after the third anniversary of the Effective Date, each of AMF and Qubica (as applicable, the “Selling Shareholder”) shall have the right to offer to the other (the “Remaining Shareholder”) all of the PECS, CPECS and Shares then held by the Selling Shareholder for an aggregate cash purchase price equal to the Put Offer Price (the “Put Offer”), by delivering a written notice to the Remaining Shareholder and the Company specifying the number of PECS, CPECS and Shares being offered and the Selling Shareholder’s calculation of the Put Offer Price (the “Put Offer Notice”).
(b) The Remaining Shareholder shall be under no obligation to accept the Put Offer or purchase the PECS, CPECS or Shares of the Selling Shareholder. However, if the Remaining Shareholder does elect to accept the Put Offer by delivering a written notice of acceptance to the Selling Shareholder within thirty (30) days after receipt of the Put Offer Notice, the Remaining Shareholder shall purchase, and the Selling Shareholder shall sell, all of the Selling Shareholder’s Shares (as specified in the Put Offer Notice) for the Put Offer Price at a mutually agreeable time and place (the “Put Closing”).
(c) At the Put Closing, the Selling Shareholder shall deliver to the Remaining Shareholder certificates representing the PECS, CPECS and Shares to be purchased by the Remaining Shareholder, if any such certificates have been issued, free and clear of all Liens and accompanied by duly executed Transfer agreements, and the Remaining Shareholder shall deliver to the Selling Shareholder the Put Offer Price by cashier’s or certified check payable to the Selling Shareholder or by wire transfer of immediately available funds to an account designated by the Selling Shareholder.