Put Right Clause Samples
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Put Right. 5.1. If the Executive’s employment with the Company is terminated (i) by the Company other than for Cause (which shall include a Company non-renewal of this Agreement in accordance with Section 1 hereof; provided, that, the Executive has continued employment to the end of the Term and resigns within ten (10) days following the end of the Term)) or due to the Executive’s Disability, (ii) by the Executive for Good Reason or (iii) due to the Executive’s death, the Executive shall have the right to sell to Parent all of the shares of Rollover Stock (as defined below) then held by the Executive at a per share price equal to the Fair Market Value at the time of delivery of a Redemption Notice (as defined below).
5.2. If the Executive intends to exercise his rights pursuant to Section 5.1, the Executive shall have a period of two hundred and ten (210) days following such termination of the Executive’s employment to send written notice to Parent of his intention to exercise his rights pursuant to Section 5.1, which notice shall indicate the amount of Rollover Stock to be sold (the “Redemption Notice”). The completion of the purchases pursuant to the foregoing shall take place at the principal office of Parent by the latest of (A) the two hundred and tenth (210th) day following the Executive’s termination of employment, (B) the tenth (10th) day following the determination of Fair Market Value as provided in Annex A to the Stockholders’ Agreement (as defined below) or (C) thirty (30) days following the Executive’s delivery of a Redemption Notice; provided, that the deadline for payment by the Company pursuant to this Section 5 may be extended as required from time to time by the Company’s debt financing arrangements (as determined in the sole discretion of the Board) or if the Executive has failed to comply with Section 5.3. The price, if any, payable as described in this Section 5 shall be paid by delivery to the Executive of a certified bank check or checks in the full amount payable to the order of the Executive against delivery of certificates or other instruments representing the Rollover Stock so purchased, appropriately endorsed or executed by the Executive or the Executive’s authorized representative. The Parent may choose to have a designee purchase any Rollover Stock elected by it to be purchased hereunder. All references to the Parent in this Section 5 shall refer to such designee as the context requires.
5.3. Any payment to the Executive pursuant to this...
Put Right. (a) Subject to the Call Right described in Section 2.02, following a Qualified IPO and for so long as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred with respect to a Management Member, such Management Member shall have the right, but not the obligation, to sell (the "Put Right") beginning on the later of (x) the first date immediately following the expiration of any Company or underwriter "lock-up" period applicable to such Qualified IPO and (y) the date that is at least six (6) months and one day after, the Sale Date ( the later of (x) and (y) shall be referred to as the "First Put Date"), and the Company shall be required to purchase from such Management Member, a number of such Management Member's Units as determined by such Management Member, at a price per Unit equal to the Fair Market Value as of the date the Management Member exercises such Put Right. For the avoidance of doubt, subject to the Call Right described in Section 2.02, a Management Member shall remain entitled to the Put Right following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with respect to such Management Member.
(b) Each Management Member who desires to sell any of his or her Units following the applicable First Put Date shall send written notice to the Company of his or her intention to sell such Units pursuant to this Section 2.03. Subject to the exercise of any Call Right pursuant to Section 2.02, 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 30 days after the giving of such notice.
(c) At the closing of a purchase pursuant to a Put Right, the Company will pay to the Management Member the purchase price for such Units (determined in accordance with Section 2.03(a)) by delivery of a number of shares of Issuer Common Stock determined by dividing (A) the aggregate purchase price of the Units being sold by such Management Member by (B) the Public Share FMV as of the close of trading on the trading day immediately prior to the delivery thereof to the Management Member.
(d) Notwithstanding anything to the contrary elsewhere herein, the Company shall not be obligated to purchase any Units at any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase of such Units (together with any other purchases of Units pursuant to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements with other investors of which th...
Put Right. (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment.
(b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment.
(c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, ...
Put Right. In the event that Executive’s employment with Sbarro is terminated (i) by Sbarro without Cause (as defined below), (ii) by Executive with Good Reason (as defined below), (iii) as a result of Executive’s death or disability or (iv) as a result of the failure of Sbarro to renew the Term, as provided in Section 1, Executive shall have the right to put all or a portion of Executive’s Units to Parent, and Parent shall be required to purchase such Units, as provided in Section 11.5 of the LLC Agreement.
Put Right. If a Seller Transfers any Stock in contravention of a Key Shareholder’s Right of Co-Sale under this Agreement (a “Prohibited Transfer”) provided, however, all the Key Shareholders have consented to such Transfer notwithstanding Section 6.1 above by delivery of a joint written notice to the Company to permit and validate such Transfer subject to any conditions set forth in such notice, or if the Proposed Transferee of Offered Stock desires to purchase a class, series or type of stock offered by the Seller but not held by a Key Shareholder or the Proposed Transferee is unwilling to purchase any Stock from a Key Shareholder, such Key Shareholder may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Closing as defined in subsection 4.1 above, or (ii) the date on which such Key Shareholder becomes aware of the Prohibited Transfer or the terms thereof, and in addition to such other remedies as may be available at law, require such Seller to purchase from such Key Shareholder, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of shares of Stock (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Key Shareholder then owns Stock of such class or type; otherwise Series A Shares, Series B Shares or Ordinary Shares) having a purchase price equal to the aggregate purchase price that the Key Shareholder would have received in the closing of such Prohibited Transfer if such Key Shareholder had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Stock of the Key Shareholder. The closing of such sale to the Seller will occur within ten (10) days after the date of such Key Shareholder’s Put Notice to such Seller.
Put Right. (i) Upon any Management Member’s termination for Good Reason, termination by the Company without Cause, or upon the death or Disability of the Management Member, such Management Member (or his or her legal representative) shall have the option to sell and if such option is exercised the Company shall purchase, all or any portion of such Terminated Member’s Termination Units designated by such Management Member (in each case other than Rollover Units, which shall be subject to Section 7.09(c)) owned on the Termination Date (collectively, the “Put Units”) for a purchase price equal to the Termination Price of the Put Units.
(ii) The Terminated Member (or such Terminated Member’s Permitted Transferees) shall notify the Company in writing, within 90 days of the Termination Date, whether such Terminated Member (or such Permitted Transferee) will exercise its option pursuant to Section 7.09(b)(i) (the date on which the Company is so notified, the “Put Notice Date”).
(iii) The Company may offer to the Class A Members the opportunity to participate in the purchase of all or any portion of the Put Units under this Section 7.09(b) on a pro rata basis in proportion to the number of Units held by such Class A Member and any such Class A Member electing to participate may act under this Section 7.09(b) in the same manner in which the Company could act. In the event that the Company determines that it will offer the opportunity to purchase Termination Units under this Section 7.09, it shall give the Class A Members written notice of the number of Put Units, the Termination Price and the terms and conditions of the proposed sale. Each Class A Member shall have ten (10) days from the date of receipt of any such notice to agree to purchase up to its pro rata share of such Put Units, for the Termination Price and upon the terms and conditions specified in the notice, by giving written notice to the Company stating therein the quantity of Put Units to be purchased up to such Class A Member’s pro rata share. If any Class A Member fails to agree to purchase its full pro rata share within such ten (10) day period, the Company will give the Class A Members who did so agree (the “Electing Put Members”) notice of the number of Put Units not subscribed for. The Electing Put Members shall have five (5) days from the date of such second notice to agree to purchase their pro rata share (or such greater amount as the Electing Put Members agree upon) of all or any part of the Put Units ...
Put Right. (a) If a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days prior to the anticipated consummation date of such Liquidity Event, and the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Units may elect (the "PUT ELECTION"), subject to and in accordance with the terms of this SECTION 2, to require all of the Securityholders to sell, and the Company to purchase from such Securityholders, all (but not less than all) of the Senior Preferred Units then held by the Securityholders by delivering written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company on or prior to the tenth day after the Company delivers notice of such proposed Liquidity Event to the Securityholders. Upon receipt of a Put Exercise Notice, the Securityholders shall be obligated to sell, and the Company shall be obligated to purchase, all of the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occur, the Put Election relating thereto shall be deemed null and void.
(b) For any Put Election, the purchase price for each Senior Preferred Unit will be the SUM of the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by such Securityholder or any of its Affiliates to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per an...
Put Right. (i) From and after the earliest of five years from the date hereof and the date a redemption notice is delivered in respect of any capital stock of the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a written notice from the Holder (a “Put Notice”), within 30 days of the receipt of such notice, the Company shall purchase or redeem from the Holder the portion of the Warrant related to the number of Shares set forth in the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for a purchase price equal to the Fair Market Value of each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part to the extent such redemption would result in a default under any indebtedness of the Company, unless such default is waived or any acceleration of such indebtedness is rescinded and cancelled.
(ii) In connection with the closing of a sale of Shares pursuant to this Section 10(a), the Holder shall deliver either this Warrant (which shall be reissued taking into effect the repurchase or redemption of the portion of the Warrant related to the number of Shares to be sold) or the certificate(s) representing the Shares to be purchased by the Company duly endorsed by the Holder in favor of the Company, in each case against payment by the Company to the Holder in immediately available funds the purchase price to be paid in exchange for such Shares and such Shares shall be transferred free and clear of any liens or other encumbrances, other than encumbrances created pursuant to this Agreement or the Company’s organizational documents.
Put Right. If a Seller Transfers any Stock in contravention of the Investors' Right of Co-Sale under this Agreement (a "PROHIBITED TRANSFER"), or if the Proposed Transferee of Offered Shares desires to purchase a class, series or type of Stock offered by the Seller but not held by an Investor or the Proposed Transferee is unwilling to purchase any Stock from an Investor, such Investor may, by delivery of written notice to such Seller (a "PUT NOTICE") within ten (10) Business Days after the later of (i) the Closing, or (ii) the date on which such Investor becomes aware of the Prohibited Transfer or the terms thereof, require such Seller to purchase from such Investor, for cash or such other consideration as the Seller received in the Prohibited Transfer or at the Closing, a number of Selling Investor Shares (of the same class or type as Transferred in the Prohibited Transfer or at the Closing if such Investor then owns Stock of such class or type; otherwise of preferred stock or common stock) having a purchase price equal to the aggregate purchase price that the Investor would have received in the closing of such Prohibited Transfer if such Investor had elected to exercise its Right of Co-Sale with respect thereto or in the Closing if the Proposed Transferee had been willing to purchase the Selling Investor Shares of the Investor. The closing of such sale to the Seller will occur within ten (10) days after the date of such Investor's Put Notice to such Seller.
Put Right. Subject to the terms of this Article VIII, including Sections 8.4 and 8.13, at any time after the sixth anniversary of the Closing Date, the Unilever Stockholder shall have the right (the “Put Option”), exercisable by giving written notice to the Company (the “Initial Put Notice,” such notice, together with any other notice given by the Unilever Stockholder pursuant to Section 8.4(c), a “Put Notice”), to require the Company to purchase from the Unilever Stockholder, at a price equal to the Put Price, all, but not less than all, of (a) the Unilever Shares then beneficially owned by the Unilever Group Members (the “Put Shares”), and (b) the Notes then beneficially owned by the Unilever Group Members (the “Put Notes” and, together with the Put Shares, the “Put Securities”); provided, however, that, except as otherwise specified herein, no Put Notice shall be effective unless it is given during a Notice Period. Subject to subsections (c) and (d) of Section 8.4, the Put Option may be exercised only once.