Common use of Put Right Clause in Contracts

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under any indebtedness of the Company, unless such default is waived or any acceleration of such indebtedness is rescinded and cancelled.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. (a) During the period, if any, beginning on (i) From and after the earliest earlier of five years from (A) the date hereof and the date a redemption notice is delivered in respect of any capital stock that all of the CompanyIndebtedness (as defined in, and for the purposes hereof such term shall include, 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 Subordinated Discount Note Due 2010 issued by the Company to CRL Holdings, Inc.) of the Holder Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in immediately available funds full (including any refinancings or replacements of such Indebtedness) or (B) the purchase price date that (1) all of the Indebtedness of the Company and its subsidiaries incurred on or prior to the Closing Date has been repaid in full, refinanced or replaced and (2) the documentation relating to all of the refinanced or replacement Indebtedness referred to in the preceding clause (A) permits the Put (as defined below) to be paid exercised, provided that in exchange connection with any refinancing or replacement referred to in the preceding clause (A) the Company shall make a good faith effort to obtain such permission in the documentation thereof, and ending on (ii) the earliest of (X) the date of the Initial Public Offering, (Y) the date on which the LLC shall own less than 50% of the outstanding Common Stock, and (Z) twelve years from the Closing Date, CRL shall have the right to sell (the "Put") all, but not less than all, of the Common Stock owned by it (excluding any Common Stock acquired by it after the Closing Date) to the Company. The price per share for such Shares and such Shares the Common Stock purchased pursuant to the Put shall be transferred free and clear the fair market value thereof as determined by an investment bank of any liens or other encumbrancesnationally recognized standing selected by the Board, other than encumbrances created pursuant to this Agreement which shall not be an affiliate of the LLC or the Company’s organizational documentsDLJ Entities. (b) In the event that CRL proposes to exercise its rights under this section, it shall provide the Company with written notice thereof (the "Section 6.04

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. (iii) A “Change of Control Transaction” shall be deemed to have occurred if, prior to (but not in connection with) an Initial Public Offering by the Company, (1) ▇▇▇▇ Capital Venture Fund, L.P., ▇▇▇▇ Capital Venture Fund 2001, L.P., ▇▇▇▇ Capital Venture Fund 2007, L.P., BCIP Associates LLC, BCIP Associates III, LLC, BCIP Associates III-B, LLC, BCIP Venture Associates, BCIP Venture Associates B, ▇▇▇▇ Capital Venture Investors, LLC , Brookside Capital Partners Fund, L.P., Brookside Capital Investors, L.P, and Brookside Capital Management, LLC (collectively, “Bain”), and Battery Ventures, Battery Investment Partners VI, Battery Ventures VI, Battery Ventures VI, L.P. and Battery Investment Partners VI, LLC, (collectively, “Battery”) together with any of their respective Affiliates shall cease to beneficially own and control in the aggregate at least 42.5% on a fully diluted basis of the economic and voting interests in the capital stock of the Company, (2) Bain, Battery and any of their Affiliates shall cease to beneficially own and control in the aggregate at least 66 2/3% of the Series B Preferred Stock of the Company (or other series of Capital Stock senior to or pari passu with the Series B Preferred Stock with voting rights substantially similar to the voting rights of holders of the Series B Preferred Stock) or (3) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than Bain, Battery and any of their Affiliates (a) shall have acquired beneficial ownership of 20% or more on a fully diluted basis of the voting and/or economic interest in the capital stock of the Company or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Company; provided, however, that, with respect to clause (3)(a), (y) an increase in the beneficial ownership by Petters Group Worldwide LLC and its Affiliates (collectively, the “Petters Group”) of the voting and/or economic interest in the capital stock of the Company to more than 20% on a fully diluted basis through the issuance of dividends shall not constitute a “Change of Control Transaction” hereunder and (z) the acquisition by any Person of 20% or more, on a fully diluted basis, of the voting and/or economic interests in the capital stock of the Company solely as a result of transfers of such capital stock by the Petters Group shall not constitute a “Change of Control Transaction” hereunder. (iv) Upon an Initial Public Offering, this Section 10(a) shall terminate, and the Company shall thereafter have no obligation hereunder to purchase or redeem all or any portion of the Warrant or Shares.

Put Right. Notwithstanding any other provision of this Agreement to the contrary, Purchaser may elect, by giving the Company written notice, to exercise the following put rights in respect to the Common Shares (the “Put Right”): (a) If the Merger Agreement has been terminated and the Company is required to pay a Termination Fee to Purchaser pursuant to Section 8.4(a) of the Merger Agreement, then, notwithstanding any effect (legal or otherwise) of the consummation of the Takeover Transaction on the Common Shares, Purchaser may elect to receive, with respect to all or a portion of the Common Shares held by Purchaser immediately prior to the consummation of the Takeover Transaction, a cash payment equal to the Per Share Purchase Price, in exchange for each Common Share held by Purchaser (the aggregate amount payable with respect to the Common Shares being referred to as the “Put Purchase Price”), and the Company (and its successor, if any), if the Takeover Transaction is in fact consummated, shall be obligated to pay the Put Purchase Price to Purchaser in exchange for delivery of such Common Shares in accordance with this Article 9. As used herein, (i) From and after “Takeover Transaction” shall mean (A) in the earliest of five years from case where the date hereof and the date a redemption notice is delivered in respect of any capital stock Termination Fee becomes payable pursuant to Section 8.4(a)(i) of the CompanyMerger Agreement, the date upon transaction referred to in Section 8.4(a)(i)(B) of the Merger Agreement and (B) in the case where the Termination Fee becomes payable pursuant to Section 8.4(a)(ii) of the Merger Agreement, a Takeover Proposal (as used in Section 8.4 of the Merger Agreement) with respect to 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 definitive agreement 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 entered 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 within nine (9) months following 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 Merger Termination Date or which is consummated within such Shares period 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.(ii)

Put Right. (ia) From and after The Investor shall have the earliest of five years right, exercisable in accordance with this Section 8.19, to require the Company to purchase from the date hereof and Investor and/or its Affiliates up to an aggregate of 5,994,667 shares of Common Stock (the date “Put Right”) for a redemption notice is delivered purchase price per share equal to $14.56 in cash, subject to adjustment in the event of any stock split or stock dividend (such amount per share, the “Per Share Put Price”), (corresponding to an aggregate purchase price of $87,272,394 in the event the Investor shall exercise the Put Right in respect of any capital stock 5,994,667 shares of Common Stock). (b) The Put Right shall be exercisable by the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a Investor by written notice from delivered to the Holder Company (a “Put Notice”) not later than the close of business on the fifth (5th) business day following the date of termination of this Agreement. The Put Notice (if any) shall set forth the number of shares of Common Stock which the Investor requires the Company to purchase (the “Put Shares”) and the closing date for the purchase and sale of the Put Shares (the “Put Closing Date”), within 30 which date shall be a business day not earlier than two (2) business days following the date of delivery of the receipt Put Notice. (c) The closing of the purchase and sale of the Put Shares (the “Put Closing”) shall take place at 10:00 a.m., Eastern Time, on the Put Closing Date or such noticeother day consented to in writing by the Investor. At the Put Closing, (i) the Investor shall transfer, or shall cause to be transferred, to the Company, against payment therefor, the Put Shares and (ii) the Company shall purchase or redeem from shall, by wire transfer of immediately funds, deliver to the Holder the portion of the Warrant related Investor cash in an amount equal to the number of Put Shares set forth in multiplied by the Per Share Put Price (such product, the “Aggregate Put Price”), which obligation the Company may satisfy by release of funds from the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for a purchase price equal Escrow Account pursuant 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 Section 8.20(b)(i) 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 funds actually released 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 documentsInvestor.

Put Right. (a) If permitted under the Holdings Indentures and Holdings’ Charter, if at any time (i) From and after ▇.▇. ▇▇▇▇▇▇▇▇ no longer serves as either the earliest Chairman, Vice Chairman, Chief Executive Officer, or President of five years from the date hereof and the date a redemption notice is delivered in respect of any capital stock Company because of the Company’s removal of ▇.▇. ▇▇▇▇▇▇▇▇ from such office (unless the Company is appointing him to any such other office) without his consent for any reason other than For Cause, or (ii) the Company terminates that certain Letter Agreement, dated as of the execution date upon which a Change of Control Transaction occursthis Agreement and with an effective date of June 1, upon receipt of a written notice from 2011 (the Holder (a “Put NoticeEVE Engagement Letter”), within 30 days of the receipt of such notice, between the Company and EVE regarding certain advisory services, then EVE shall purchase or redeem from have the Holder the portion right to sell all of the Warrant related its Shares to the number of Company (or its designee(s)), and the Company (or its designee(s)) shall have the obligation to purchase such Shares set forth in the Put Notice, or if converted the number of Shares set forth in the Put Notice, in each case for at a purchase price equal to the Fair Market Value of each Sharethe Shares, using the same measure of Fair Market Value and appraisal procedures as are provided in Section 12.05(c), as of the date of such removal or termination (the “Put Right”). The purchase price payable by the Company (or its designee(s)) under this Section 4.05 shall be paid in full at closing in cash or by wire transfer, unless the Company (or its designee(s)) chooses at its sole discretion to fund the purchase of the Shares under this Section 4.05 by delivering at the closing to EVE (A) one-third (1/3) of the purchase price in cash or by wire transfer and (B) the balance of the purchase price in form of a promissory note from the Company (or its designee(s)) providing for equal payments to EVE of level principal and interest payments, at a simple, annual rate of nine percent (9%), fully amortized and paid on a monthly basis over five (5) years, which note shall be secured by a pledge of the purchased Shares. The entire outstanding principal balance, and all accrued interest thereon, shall be paid in full no later than on the fifth (5th) anniversary of the date of the promissory note; provided further that the Company will not be obligated (or its designee(s)) shall have the right to redeem prepay the promissory note at any Warrant time, in whole or in part part, without premium or penalty, but with accrued interest through the date of prepayment. To exercise and not forfeit its Put Right, EVE shall give written notice to the extent such redemption would result in a default under any indebtedness Company of its exercising the Company, unless such default is waived or any acceleration Put Right within 10 days 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 ▇. ▇▇▇▇▇▇▇▇’▇ aforementioned removal from office or the Company’s organizational documentstermination of the EVE Engagement Letter. By virtue of this Section 4.05, the Board and Holdings shall be deemed to have consented in writing to a Transfer of EVE’s Shares pursuant to the Put Right for purposes of the conditions, provisions, and terms contained in Section 12.03(d). (b) For purposes of this Section 4.05, “For Cause” shall be deemed to exist upon ▇.

Put Right. (ia) From and after Provided no default or event of default exists under, or would occur or would be deemed to occur as a result of the earliest redemption set forth below in this Section 4 under any of five years from the date hereof and the date a redemption notice is delivered in respect of any capital stock documents, instruments or agreements evidencing bank or other institutional indebtedness of the Company, whether such indebtedness is outstanding on the date upon which hereof or incurred hereafter, at any time after the Put/Call Effective Date, each Securityholder shall have the option, exercisable by written notice to the Company (a Change "Put Notice"), to require the Company to purchase all or any portion of Control Transaction occursthe Securities then held by such Securityholder. (b) The Company shall, upon within sixty (60) days after 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 redeem the number Securities with respect to which such request has been made by paying to the Securityholder an amount of Shares set forth in cash equal to the Put Notice, in each case for a purchase price sum of (i) an amount equal to the Fair Market Value at the close of business on the date of the Put Notice multiplied by the number of outstanding Warrant Shares then owned by the Securityholder and (ii) for each Share; provided that the Company will not be obligated to redeem any Warrant in whole or in part portion thereof, an amount equal to the extent such redemption would result in a default under any indebtedness excess of (A) the product of the Company, unless such default is waived number of Warrant Shares then purchasable pursuant to the Warrant or any acceleration portion thereof and the Fair Market Value on the date of such indebtedness is rescinded the Put Notice over (B) the product of the number of Warrant Shares then purchasable pursuant to the Warrant or portion thereof and cancelledthe exercise price per share under the Warrant. (iic) In connection with the closing consummation of a sale of Shares any purchase pursuant to this Section 10(a)any Put Notice, each Securityholder shall timely execute and deliver all documents, instruments and certificates (including, without limitation, certificates representing the Holder shall deliver either this Warrant (which shall be reissued taking into effect the repurchase Warrants or redemption of the portion of the Warrant related to the number of Shares to be soldand duly executed stock powers, if applicable) or the certificate(s) representing the Shares to be purchased by as 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 documentsmay reasonably request.

Put Right. During the period beginning on the Warrant Exercise Date and ending on the second (i2nd) From anniversary of the Warrant Exercise Date, upon the entry by the Company into one or more binding agreements to effect a Fundamental Transaction (as defined in the Series B Warrant) or series of liquidity events that result in a Fundamental Transaction (as defined in the Series B Warrant), and after for a period of thirty (30) days thereafter, Q▇▇▇▇▇▇ shall have the earliest right but not the obligation to require the Purchaser to purchase (the “Put Right”) all of five years from the date hereof issued and the date a redemption notice is delivered in respect outstanding shares of any capital stock of the Company, the date upon which a Change of Control Transaction occurs, upon receipt of a Company owned by Q▇▇▇▇▇▇ by providing written notice from (the Holder (a “Put Notice”), within 30 days ) to the Company and the Purchaser. Following delivery of the receipt of such noticePut Notice by Q▇▇▇▇▇▇, the Purchaser shall be obligated to purchase, and Q▇▇▇▇▇▇ shall sell all of its shares of capital stock of the Company for an aggregate purchase price (the “Put Purchase Price”) equal to 1.5 times Q▇▇▇▇▇▇’▇ currently invested capital ($17,000,000) in the Company. The Purchaser shall purchase deliver payment to the Company of the Put Purchase Price in any of the following forms (in the Purchaser’s sole discretion) (i) cash by wire transfer of immediately available funds, (ii) shares of Purchaser Common Stock, or redeem from (iii) a combination of cash by wire transfer of immediately available funds and shares of Purchaser Common Stock. If the Holder the Purchaser determines (in its sole discretion) to pay all or a portion of the Warrant related Put Purchase Price by delivering to Q▇▇▇▇▇▇ shares of Purchaser Common Stock, the value of each share of Purchaser Common Stock shall be equal to the number 30-day VWAP on the date 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 in no event shall the Company will not value of each share of Purchaser Common Stock 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 cancelledless than $1.00. (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.