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. (1) Following the expiry of the Call Option pursuant to Section 9(c)(ii), 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 Initial Securities or Applicable Additional Shares, as applicable, entered in the Commercial Register of the Canton of Zug at a purchase price representing the expenses of the Representatives as set out in Section 9(c)(v), within ten (10) calendar days after receipt of a notice in writing addressed to the Company from the Representatives, stating that the Representatives exercises the Put Option.
(2) The notice in which the Representatives exercise the Put Option shall specify the date on which the Representatives will deliver the Initial Securities or Applicable Additional Shares, as applicable, to the Company against direct payment therefor, and shall contain detailed instructions regarding payment and delivery of the Initial Securities or Applicable Additional Shares, as applicable, and amount payable (including satisfactory details regarding the costs claimed according to Section 9(c)(vi) subject to an agreement to the contrary by the Representatives with the Company).
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. In the event of a Prohibited Transfer, the Investors shall have the option to sell to the Selling Founder a number of shares of Common Stock of the Company (either directly or through delivery of Preferred Stock) equal to the number of shares that the Investors would have been entitled to sell had such Prohibited Transfer been effected in accordance with Article II hereof, on the following terms and conditions:
(a) The price per share at which the shares are to be sold to the Selling Founder shall be equal to the price per share paid to the Selling Founder by the third party purchaser or purchasers of the Selling Founder's Stock.
(b) The Investors shall deliver to the Selling Founder, within 30 days after they have received notice from the Selling Founder or otherwise become aware of the Prohibited Transfer, the certificate or certificates representing shares to be sold, each certificate to be properly endorsed for transfer.
(c) The Selling Founder shall, upon receipt of the certificates for the repurchased shares, pay the aggregate section 4.2 purchase price therefor, by certified check or bank draft made payable to the order of the Investors, and shall reimburse the Investors for any additional expenses, including legal fees and expenses, incurred in effecting such purchase and resale.
Put Option. 3.1. Purchaser hereby irrevocably grants to Mosaic a put option to sell all of the Equity Holdings for the Purchase Price, to be exercised at the time and in the manner and pursuant to the conditions set forth herein (the “Put Option” and, together with the Call Option, each and indistinctly an “Option”).
3.2. Mosaic shall be entitled to exercise the Put Option within a term of 10 Business Days following the Final Exercise Date, upon delivery of a written notice to Purchaser of its decision to exercise the Put Option and require Purchaser to acquire the Equity Holdings on the Closing Date for the Purchase Price (the “Put Option Notice”). The Put Option Notice shall also inform Purchaser of the bank account(s) to which the Purchase Price shall be transferred.
3.3. Upon receipt of the Reorganization Completion Notice by Purchaser, Mosaic shall transfer or cause the transfer of the Closing Equity Holdings to Purchaser, and the Purchaser shall accept the transfer of the Closing Equity Holdings on the Closing Date.
3.3.1. Notwithstanding each Party’s right to specific performance of this Agreement, (i) should Mosaic, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to take the necessary actions to transfer the Closing Equity Holdings within the 5-Business Day period following receipt of the Put Option Notice by Purchaser, then Mosaic shall be liable to Purchaser for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00; and (ii) should Purchaser, for any reason whatsoever, other than in compliance with court’s or competition authorities’ orders and/or decisions, preventing the Closing, fail to accept the transfer of the Closing Equity Holdings and/or fail to transfer the Purchase Price within the above mentioned 5-Business Day period then Purchaser shall be liable to Mosaic for a non compensatory penalty (“multa ▇▇ ▇▇▇▇”, não compensatória) in the amount of US$250,000.00 per day, for a maximum of fifteen (15) days, which total amount shall, therefore, be limited to US$3,750,000.00.
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. (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.
Put Option. (a) In the event that a Founder should sell any Founder Stock in contravention of the co-sale rights of each Major Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Major Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Founder shall be bound by the applicable provisions of such option.
(b) In the event of a Prohibited Transfer, each Major Investor shall have the right to sell to such Founder the type and number of shares of Common Stock equal to the number of shares each Major Investor would have been entitled to Transfer to the purchaser under Section 2.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:
(c) The price per share at which the shares are to be sold to the Founder shall be equal to the price per share paid by the purchaser to such Founder in such Prohibited Transfer. The Founder shall also reimburse each Major Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Major Investor’s rights under Section 2.4.
(d) Within ninety (90) days after the date on which a Major Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Major Investor shall, if exercising the option created hereby, deliver to the Founder the certificate or certificates representing the shares to be sold, if applicable, each certificate to be properly endorsed for transfer.
(e) Such Founder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, if applicable, pursuant to this Section 4.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c), in cash or by other means acceptable to the Major Investor.
Put Option. The MSO shall have the option (the "Put Option") to require the PC, upon termination of the Management Services Agreement by the MSO under Section 10.2 thereof or upon expiration of the Term of the Management Services Agreement, to:
(a) Purchase from the MSO at book value all of the leasehold improvements, fixtures, furniture, furnishings and equipment comprising or located at the Orthodontic Office, including all replacements and additions thereto made by the MSO pursuant to the performance of its obligations under the Management Services Agreement and all other assets, including inventory and supplies and intangibles, set forth on the balance sheet as of the end of the month immediately preceding the date of such termination or expiration prepared in accordance with GAAP (the "Balance Sheet") to reflect operations of the MSO in respect of the Orthodontic Office, including depreciation, amortization and other adjustments of such assets shown on such Balance Sheet; and
(b) Purchase, by obtaining an assignment from the MSO, at book value, the right to receive payments for breach of the restrictive covenants provided for in Section 3.7 of the Management Services Agreement and in the applicable Employment Agreement with Dr. Azani contemplated thereunder, and any ▇▇▇▇▇▇▇▇ and other intangible assets set forth on the Balance Sheet, reflecting amortization or depreciation of the restrictive covenants, and any goodwill and other intangible assets; and
(c) Assume all debt and all contracts, payables and leases which are obligations of the MSO and which relate solely to the performance of its obligations under the Management Services Agreement or the properties subleased in respect of the Orthodontic Office. If the MSO desires to exercise its Put Option, the MSO shall give written notice of such election to the PC and Dr. Azani at least twenty (20) calendar days ▇▇▇▇▇ ▇▇ the date specified in such notice as the date for the closing of the Put Option. Any exercise of the Put Option by the MSO shall be made by an aggregate payment of the amounts computed under Clauses (a) and (b) of this Section 2 (collectively, the "Put Price").