Put Option; Call Option. Simultaneous with the execution of this Agreement, Urologix and Medtronic are entering into an Acquisition Option Agreement of even date herewith (the “Acquisition Option Agreement”).
Put Option; Call Option. The Debentures have no Put / Call Option.
Put Option; Call Option. At any time following the thirty-six (36) month anniversary of the Effective Date, WFCF shall have the option, but not the obligation (the “Call Option”), to purchase all the Units held by SureHarvest or its transferees on the terms set forth in this Section 6.9. At any time following the thirty-six (36) month anniversary of the Effective Date, SureHarvest or its individual transferees shall have the option, but not the obligation (the “Put Option”), to require WFCF to purchase all the Units held by SureHarvest or its transferees on the terms set forth in this Section 6.
Put Option; Call Option. (a) During the Exercise Period, the Preferred Member shall have the right (“Put Option”), upon written irrevocable notice to the Company and CSSE (“Put Election Notice”), to sell to CSSE, and require CSSE to purchase from the Preferred Member, all, but not less than all, of the Preferred Member’s Units (including any such Units then held by a Permitted Transferee of the Preferred Member). CSSE shall pay for the Units being so sold and purchased through the issuance to the Preferred Member of shares of CSSE’s Series A 9.75% redeemable perpetual preferred stock (“CSSE Preferred Stock”) or an amount of cash payable in lieu of such CSSE Preferred Stock, in either case, calculated in accordance with Schedule C. The aggregate CSSE Preferred Stock and/or the cash paid in lieu thereof is referred to herein as the “Put Consideration.”
Put Option; Call Option a. Upon the occurrence of either (i) a Material Governance Event or (ii) failure of the Orgenesis stockholders to approve the Specified Agreement Terms by the earlier of either (A) seven months after the date hereof or (B) the date of the 2023 annual meeting of the shareholders of Orgenesis, MM shall have the right to, at its option, (1) sell the Units held by MM to Orgenesis (or, if elected by Orgenesis, to the Company) pursuant to Section 39(b) (the “Put Option”), after MM provides at least five Business Days’ written notice to Orgenesis and the Company of its election to exercise such right (the “Put Notice”), (2) purchase all of the Units owned by Orgenesis pursuant to Section 39(c) (the “Call Option”), after MM provides at least five Business Days’ written notice to Orgenesis of its election to exercise such right (the “Call Notice”) (provided that the price per Unit with respect to the Call Option shall not reflect a valuation of the Company of less than $150,000,000), or (3) take no action. Notwithstanding the foregoing, in the case of a Material Governance Event, the Put Option shall be subject to Orgenesis or the Company having funds available, or being able after using commercially reasonable efforts to raise the necessary funds, to satisfy the purchase price of the Put Option. If the Company or Orgenesis does not pay in full the aggregate purchase price of the Put Option, then the Board shall be appointed as set forth in Section 30(c), without limiting any other rights and remedies. In the event Orgenesis elects that the Company purchase Units held by MM pursuant to a Put Notice, Orgenesis shall guarantee all payment obligations of the Company related to such purchase and Orgenesis shall be responsible for all such payment obligations in the event the Company does not promptly and fully satisfy such payment obligations in accordance with Section 39(b).
Put Option; Call Option. (a) On any of the first three (3) anniversaries of the Closing Date, the MRC Common Members shall have the right, upon notice to the Air T Common Member and the Company at least ninety (90) days prior to such anniversary, to put and sell to the Air T Common Member all of the Common Interests owned by the MRC Common Members for a purchase price equal to [$**************]. The purchase and sale of Common Interests pursuant to this Section 9.6(a) shall take place within thirty (30) days after such anniversary or as otherwise mutually agreed by the Air T Common Member and the MRC Common Members. At the closing, the MRC Common Members shall transfer the entirety of their Common Interests to the Air T Common Member, and the Air T Member shall pay the purchase price therefor in cash.
Put Option; Call Option. At any time following the thirty (30) month anniversary of the Effective Date, WFCF shall have the option, but not the obligation (the “Call Option”), to purchase all the Units held by Praedium on the terms set forth in this Section 6.9. At any time following the thirty (30) month anniversary of the Effective Date, Praedium shall have the option, but not the obligation (the “Put Option”), to require WFCF to purchase all the Units held by Praedium on the terms set forth in this Section 6.9.
Put Option; Call Option. Subject to the terms and conditions set forth in this Exhibit C, including without limitation the time periods set forth in Section 1.4 to this Exhibit C, Parent hereby grants to MD Xxxxxxxx an irrevocable right and option (the “Put Option”), and MD Xxxxxxxx hereby grants to Parent an irrevocable right and option to require MD Xxxxxxxx (the “Call Option”), to subscribe for shares of Parent Common Stock out of the Authorized Capital Increase against the exchange, conveyance, transfer and assignment of all (but not less than all) of the vested and unvested Shares held by (or for the benefit of) MD Xxxxxxxx (after giving effect to any and all adjustments in accordance with Section 1(f) and/or Section 2(c) determined as of the date of delivery of the Put Election Notice or Call Election Notice, as applicable) at the time of the first Parent Exit Event following the date hereof with the intent that all unvested Initial Shares held by or for the benefit of MD Xxxxxxxx shall be accelerated for purposes of the Put Option and the Call Option. In addition, and subject to the terms and conditions set forth in this Exhibit C, including without limitation the time periods set forth in Section 1.4 to this Exhibit C, MD Anderson, in its sole discretion, shall have a Put Option to subscribe for shares of Parent Common Stock out of the Authorized Capital Increase against the exchange, conveyance, transfer and assignment of all (but not less than all) of the vested and unvested Shares held by (or for the benefit of) MD Xxxxxxxx (after giving effect to any and all adjustments in accordance with Section 1(f) and/or Section 2(c) determined as of the date of delivery of the Put Election Notice or Call Election Notice, as applicable) at the time of the Termination License Event, with the intent that all unvested Initial Shares held by or for the benefit of MD Xxxxxxxx shall be accelerated for purposes of the Put Option. MD Xxxxxxxx may exercise its Put Option by giving written notice of such exercise to Parent, substantially in the form attached hereto as Appendix I (the “Put Election Notice”). Parent may exercise its Call Option by giving written notice of such exercise to MD Xxxxxxxx, substantially in the form attached hereto as Appendix II (the “Call Election Notice”). In the event that the Put Option or Call Option has been exercised, the parties shall use their reasonable best efforts to cause such acceleration of the vesting of Initial Shares to occur in a manner and at a ...
Put Option; Call Option the options discussed in this disclosure statement are limited to those which may be traded on the Winnipeg Commodity Exchange. A Put option gives the holder the right to sell and the writer the obligation to buy the underlying Futures Contract deliverable in a specified month at a stated exercise price on or before expiry date. A Call option gives the holder the right to buy and the writer the obligation to sell the Underlying Futures Contract at a stated exercise price on or before the expiry day. Each option is distinguished by the Underlying Futures Contract, strike price, and whether the option is a Put or a Call.
Put Option; Call Option
