Common use of Put Option Clause in Contracts

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. (a) In the event that a Founder Key Employee should sell any Founder Key Employee Stock in contravention of the co-sale rights of each Major Investor under Section 2.4 2.3 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 Key Employee 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 Key Employee the type and number of shares of Common Stock equal to the number of shares each Major Investor would have been entitled to Transfer transfer to the purchaser under Section 2.4 2.3 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: (ci) The price per share at which the shares are to be sold to the Founder Key Employee shall be equal to the price per share paid by the purchaser to such Founder Key Employee in such Prohibited Transfer. The Founder Key Employee 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 2.42.3. (dii) Within ninety (90) days after the date on which a Major an Investor received receives 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 Key Employee the certificate or certificates representing the shares to be sold, if applicable, each certificate to be properly endorsed for transfer. (eiii) Such Founder Key Employee 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(c4.1(b)(i), in cash or by other means acceptable to the Major Investor.

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 such Eligible Investor shall have the right right, in addition to such remedies as may be available by law, in equity or hereunder, to sell to such Founder Selling Holder and such Selling Holder shall have the obligation to purchase the type and number of shares of Common Capital Stock equal to the number of shares each Major such Eligible Investor would have been entitled to Transfer to the purchaser under Section 2.4 hereof 2.5 above 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: (ca) The price per share at which the shares of Capital Stock are to be sold to the Founder Selling Holder shall be equal to the price per share paid by the purchaser to such Founder Selling Holder in such Prohibited Transfer. The Founder Selling Holder shall also reimburse each Major Eligible 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 Eligible Investor’s rights under Section 2.4this section. (db) Within ninety (90) calendar days after the date on which a Major an Eligible Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Major Eligible Investor shall, if exercising the option created hereby, deliver to the Founder Selling Holder the certificate or certificates (or lost certificate affidavit and agreement) representing the shares to be sold, if applicable, each such certificate to be properly endorsed for transfer. (ec) Such Founder Selling Holder shall, upon receipt of the certificate or certificates (or lost certificate affidavit and agreement) for the shares to be sold by an Eligible Investor, if applicable, pursuant to this Section 4.14, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c)4.2(a) above, in cash or by other means acceptable to the Major Investor.

Put Option. (a) In the event that a Founder Key Holder should sell Transfer any Founder Key Holder Stock in contravention of the co-sale rights of each Major Qualifying Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Major Qualifying Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided belowby this Section 4.2, and such Founder Key Holder shall be bound by the applicable provisions of such option. (b) . In the event of a Prohibited Transfer, each Major Qualifying Investor shall have the right to sell to such Founder Key Holder the type and number of shares of Common Stock equal to the number of shares each Major Qualifying Investor would have been entitled to Transfer 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: (ca) The price per share at which the shares are to be sold to the Founder Key Holder shall be equal to the price per share paid by the purchaser to such Founder Key Holder in such Prohibited Transfer. The Founder Key Holder shall also reimburse each Major Qualifying Investor for any and all fees and expenses, including reasonable legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Major Qualifying Investor’s rights under Section 2.4. (db) Within ninety (90) days after the date on which a Major Qualifying Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Major Qualifying Investor shall, if exercising the option created hereby, deliver to the Founder Key Holder the certificate or certificates representing the shares to be sold, if applicable, each certificate to be properly endorsed for transfer. (ec) Such Founder Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an a Qualifying Investor, if applicable, pursuant to this Section 4.14.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c4.2(b), in cash or by other means acceptable to the Major such Qualifying Investor.

Put Option. (a) In the event that a Founder Major Selling Common Holder should sell any Founder Common Holder 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 Major Selling Common Holder 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 Major Selling Common Holder the type and number of shares of Common Stock equal to the number of shares each Major Investor would have been entitled to Transfer 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 Major Selling Common Holder shall be equal to the price per share paid by the purchaser to such Founder Major Selling Common Holder in such Prohibited Transfer. The Founder Major Selling Common Holder 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 an 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 Major Selling Common Holder the certificate or certificates representing the shares to be sold, if applicable, each certificate to be properly endorsed for transfer. (e) Such Founder Major Selling Common Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, if applicable, pursuant to this Section 4.15.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c5.2(c), in cash or by other means acceptable to the Major Investor.

Put Option. (a) In the event that a Founder an Investor should sell any Founder Investor Stock in contravention of the co-sale rights of each Major Qualified Investor under Section 2.4 of this Agreement (a “Prohibited Transfer”), each Major Qualified 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 Selling Investor shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Major Qualified Investor shall have the right to sell to such Founder Selling Investor the type and number of shares of Common Stock equal to the number of shares each Major Qualified Investor would have been entitled to Transfer 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 Selling Investor shall be equal to the price per share paid by the purchaser to such Founder Selling Investor in such Prohibited Transfer. The Founder Selling Investor shall also reimburse each Major Qualified 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 Qualified Investor’s rights under Section 2.4. (d) Within ninety (90) 90 days after the date on which a Major Qualified Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Major Qualified Investor shall, if exercising the option created hereby, deliver to the Founder Selling Investor the certificate or certificates representing the shares to be sold, if applicable, each certificate to be properly endorsed for transfer. (e) Such Founder Selling Investor shall, upon receipt of the certificate or certificates for the shares to be sold by an a Qualified Investor, if applicable, pursuant to this Section 4.14.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c4.2(c), in cash or by other means acceptable to the Major Investor.

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 Transferor the type and number of shares of Common Stock Equity Securities equal to the number of shares each Major Equity Securities such Investor would have been entitled to Transfer to the prospective purchaser under Section 2.4 10 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:. (ca) The price per share at which the shares Shares are to be sold to the Founder Transferor shall be equal to the price per share Share that would have been paid by the prospective purchaser to such Founder Investor and the Transferor in such the Prohibited Transfer. The Founder Transferor shall also reimburse each Major Investor for any and all reasonable and documented fees and expensesexpense, including legal fees and expenses, incurred in connection with pursuant to the exercise or the attempted exercise of the Major such Investor’s rights under Section 2.4Sections 8 through 12. (db) Within ninety (90) days after the date later of the dates on which a Major an Investor (x) received notice of the Prohibited Transfer or (y) otherwise became becomes aware of the Prohibited Transfer, such Major Investor shall, if exercising the option created hereby, deliver to the Founder Transferor an instrument of transfer and either the certificate or certificates representing the shares to be sold, if applicablesold under this Section 13 by such Investor, each certificate to be properly endorsed for transfer. (e) Such Founder Transfer, or an affidavit of lost certificate. The Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, if applicable, pursuant to this Section 4.1foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c), in cash by wire transfer of immediately available funds or by other means acceptable to such Investor. The Company shall concurrently therewith record such Transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates, as applicable, to the Major InvestorTransferor and such Investor reflecting the new securities held by them giving effect to such Transfer.

Put Option. (a) In the event that a Founder Key Holder should sell any Founder Key Holder Stock in contravention of the co-sale rights of each Major Investor under Section 2.4 2.2 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 Key Holder 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 Key Holder the type and number of shares of Common Stock equal to the number of shares each Major Investor would have been entitled to Transfer transfer to the purchaser under Section 2.4 2.2 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 Key Holder shall be equal to the price per share paid by the purchaser to such Founder Key Holder in such Prohibited Transfer. The Founder Key Holder shall also reimburse each Major Investor Investors 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) 90 days after the date on which a Major an 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 Key Holder the certificate or certificates representing the shares to be sold, if applicable, each certificate to be properly endorsed for transfer. (e) . Such Founder Key Holder 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.