Put Option Clause Samples
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Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.
6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamen...
Put Option. (a) If the Executive's employment with the Company and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Dairy Holdings, and Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).
(b) If the Executive desires to exercise its option to require Dairy Holdings to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Dairy Holdings setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Dairy Holdings on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Dairy Holdings duly executed instruments transferring title to units to Dairy Holdings, against payment of the appropriate purc...
Put Option. (a) On the terms and subject to the conditions set forth herein, LGII hereby grants to each BCP Entity and ▇▇▇▇ an irrevocable option (the "Put Option"), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and ▇▇▇▇) all, but not less than all, of the BCP Common Stock and ▇▇▇▇ Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and ▇▇▇▇ Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and ▇▇▇▇, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and ▇▇▇▇ Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and ▇▇▇▇ Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and ▇▇▇▇ Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions.
(b) BMAII, as exclusive agent for BCP and ▇▇▇▇, shall give LGII written notice of exercise of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and ▇▇▇▇ Common Stock in accordance with the Put Option.
Put Option. 2.1 CWC Inc. hereby grants to the Shareholder a put option (the “Put Option”), exercisable at any time on and from the date immediately following the date of completion of the Repatriation SPA (the “Option Exercise Period”), to require CWC Inc. to purchase all of the shares held by the Shareholder in Carve-Out Holdco (the “Relevant Shares”) for a price of £1.00.
2.2 The Put Option may be exercised by the Shareholder giving written notice to CWC Inc. (in the form set out in Schedule 1 to this Deed) of the Shareholder’s intention to exercise the Put Option, and its receipt by CWC Inc. during the Option Exercise Period (the “Option Notice”). An Option Notice may not be withdrawn once given.
2.3 If the Put Option is exercised by the Shareholder then the Shareholder shall sell with full title guarantee and CWC Inc. (or such other person as CWC Inc. may elect by notice to the Shareholder) shall purchase the Relevant Shares free from any Encumbrance and with all rights attached or accruing to them on such date as CWC Inc. shall notify to the Shareholder, which shall be a date falling within 5 Business Days of the Option Notice, and the date on which such sale and purchase is completed shall be the “Option Closing Date”.
Put Option. The Majority Noteholders may, at their option, put all or any portion of the Note Principal Balance of the Notes to the Issuer on any date upon giving notice in the manner set forth in Section 10.05. On each Put Date, the Issuer shall purchase the Note Principal Balance in the manner specified in and subject to the provisions of Section 10.04 of the Sale and Servicing Agreement.
Put Option. In the event of a Prohibited Transfer, each Non-Selling Investor shall have the right to sell to the Selling Stockholder the type and number of shares of Shares Registrable Securities, as applicable, equal to the number of shares each Non-Selling Investor would have been entitled to transfer to the purchaser had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 2.3 of this Agreement. Such sale shall be made on the following terms and conditions:
(a) The price per share at which the shares are to be sold by the Non-Selling Investor to the Selling Stockholder shall be equal to the price per share paid by the purchaser to the Selling Stockholder in the Prohibited Transfer. The Selling Stockholder shall also reimburse each Non-Selling Investor for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Non-Selling Investor’s rights under this Section 5.2.
(b) Within ninety (90) calendar days after the later of the dates on which the Non-Selling Investor (i) received notice of the Prohibited Transfer or (ii) otherwise became aware of the Prohibited Transfer, each Non-Selling Investor shall, if exercising the option created hereby, deliver to the Selling Stockholder the certificate or certificates representing shares to be sold, properly endorsed for transfer.
(c) The Selling Stockholder shall, within twenty-four (24) hours of delivery of the certificate or certificates for the shares to be sold by an Non-Selling Investor pursuant to this subparagraph 5.2, pay the aggregate purchase price paid by the purchaser to the Selling Stockholder in the Prohibited Transfer and the amount of reimbursable fees and expenses as specified in subparagraph 5.2(a) in cash or by other means acceptable to the Non-Selling Investor.
(d) Notwithstanding the foregoing, any attempt by the Selling Stockholder to transfer Shares Registrable Securities, as applicable, in violation of Section 2.3 hereof shall be void and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such Shares or Registrable Securities, as applicable, without the written consent of the holders of at least a majority of the shares held by the Non-Selling Investors, voting together as a separate class.
Put Option. In the event of a Prohibited Transfer in violation of Section 3 of this Agreement, each Shareholder shall have the right to sell, unilaterally and without the requirement for additional acceptance on the part of the Prohibited Transferor, to the Prohibited Transferor all or any portion of its Shares, pursuant to the following terms and conditions:
(i) The price per Share at which the Shares are to be sold to the Prohibited Transferor shall be equal to the price per Share that would have been paid by the transferee to the Prohibited Transferor had the Prohibited Transfer been made in accordance with Section 3.02. The Prohibited Transferor shall also reimburse such Shareholder for any and all reasonable fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Shareholder’s rights under Section 3.02 and this Section with respect to such Shares.
(ii) Within ninety (90) days after the later of the dates on which (A) notice of the Prohibited Transfer was delivered to the Shareholder or (B) the Shareholder otherwise obtained actual knowledge of the Prohibited Transfer, such Shareholder shall, if exercising the “put” option created hereby, deliver to the Prohibited Transferor the certificate or certificates representing Shares to be sold, each certificate to be properly endorsed for Transfer.
(iii) The Prohibited Transferor shall, upon receipt of the certificate or certificates for the Shares to be sold by the Shareholder pursuant to this Section 3.04(b), pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses as specified in Section 3.04(b)(i), in cash or by other means acceptable to such Shareholder.
Put Option. (i) Following the expiry of the Call Option pursuant to Section 14(b), the Representatives, acting on behalf of the several Underwriters, shall have an option (the “Put Option”) to require the Company, subject to article 659 CO, to purchase all Firm Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud at their nominal value, plus expenses of the Representatives as set out in Section 14(f), within ten calendar days after receipt of a notice in writing addressed to the Company from the Representatives, stating that the Representatives exercises the Put Option. The Put Option shall expire on the twentieth calendar day after the Event of Non-Completion.
(ii) The notice in which the Representatives, acting on behalf of the several Underwriters, exercises the Put Option shall specify the date on which the Representatives will deliver the Firm Securities or Applicable Optional Securities, as applicable, to the Company against direct payment therefore, and shall contain detailed instructions regarding payment, delivery of the Firm Securities or Applicable Optional Securities, as applicable, and amount payable (including satisfactory details regarding the costs claimed according to Section 14(f)).
Put Option. Notwithstanding anything contained in this Agreement to the contrary, with respect to each and every Membership Interest and assignee interest (Interest) acquired by any Member as a result of an inter-vivos gift, such Member shall, at any time within the first 60 days of acquiring the Interest, have the right to offer (in writing) for sale, at a price equal to the fair market value of the Interest on the date of its acquisition, all (or any portion) of the Interest to the Company; if all of such Interest is not purchased by the Company within 30 days, the Member shall, for a period of 30 days after the termination of such offer, have the right to require the dissolution of the Company; provided, however, that if a Member exercises [his / her / its] right to make such a demand and does not thereafter elect to require the dissolution of the Company if [his / her / its] Interest is not purchased, neither [he / she / it] nor any other successor owner of those unpurchased Interests shall thereafter have the right to make such a demand or cause such a dissolution. The purchase price shall be paid in cash or in kind at closing. Notwithstanding the foregoing, the maximum dollar amount of Interests available for sale by any Member under this Paragraph 2.4 shall be limited to the amount as to which the donor or the donor’s spouse could claim a gift tax annual exclusion under IRC 2503(b), as amended, if the Interests were given outright to the Member entitled to put them pursuant to this Paragraph. The term “fair market value of the interest” is defined as the price at which the Interest would exchange hands between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts (Treas Reg 20.2031-1(b), 25.2512-1; Rev Rul 59-60). Notwithstanding the foregoing, in determining the fair market value of the Interest, no consideration shall be given to the put option provided for in this paragraph. The fair market value of the Interest shall be determined by an independent appraisal performed by a qualified appraiser selected by the Manager. The decision of the appraiser shall be conclusive on all parties. The fees and costs of the appraiser shall be paid by the transferring Member or assignee.
Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company.
(b) If Executive’s Group desires to exercise the Put Right, the members of Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.