Put Rights. The Warrantholder shall have the following Put Rights:
Put Rights. The Holder shall have the right, but not the obligation, to put (“Put Option”) some or all of this Warrant or the Warrant Shares to the Company upon the earliest to occur of (a) the second anniversary of the Original Issue Date, (b) an event constituting an Event of Default, (c) a Change of Control, or (d) the sale, liquidation or other disposition of the whole or a significant portion of the assets of, or equity in, the Company. The put price (the “Put Price”) per Warrant Share shall be the greater of (x) the Minimum Put Price and (y) the Fair Market Value of the Warrant Shares issuable upon exercise of this Warrant less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1 and (c) if the Put Option is being exercised following a Change of Control, the highest price paid per share of Common Stock transferred in the Change of Control transaction less the Exercise Price payable upon the exercise of the unexercised portion of this Warrant being put under this Section 4.1. In the event that any of the events referred to in Section 5 has occurred, the Put Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Put Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Put Price then in effect. The Put Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described in Section 5.
Put Rights. In the event that within eighteen (18) months after ---------- the Initial Funding Date (i) the Merger has not closed and (ii) AOP (or any successor) has not closed on an IPO, AOP shall notify the Investors that it will have its business as a whole appraised on a going concern basis in accordance with the procedures set forth in this Section 2(e) (the "Appraisal"). Each ------------ Investor shall have the right to elect, by delivering written notice to the Company during the thirty (30) day period following delivery of the Appraisal, to have AOP redeem all, but not less than all, of the Shares then held by such Investor (the "Put"). The price to be paid for the Shares upon exercise of the Put shall be their fair market value based on the Appraisal (the "Fair Market Value"). Payment shall be made in immediately available funds within forty-five (45) days after delivery of the Appraisal. AOP and the Investors shall use reasonable efforts to agree on a single MAI certified appraiser to conduct the Appraisal. If they are unable to agree on a single appraiser within 15 days after the date that is eighteen (18) months after the Initial Funding Date, the Appraisal shall be conducted by a panel of three MAI certified appraisers qualified to appraise AOP on a going concern basis, one of whom shall be selected by AOP, one of whom shall be selected by Investors then holding a majority in interest of the Shares within 10 days after AOP's selection of an appraiser, and the third of whom shall be selected by the first two within three days after the first two are selected. Each appraiser, within 15 days after the third such party is so selected, shall submit to AOP and the Investors a determination of such Fair Market Value, and the mean of the two closest determinations shall be the Fair Market Value. AOP and the Investors shall each pay fifty percent (50%) of the cost of the Appraisal. PSI shall be deemed to have consented to all transfers of AOP's assets necessary to effect the payments required by this Section 2(e), if any. ------------
Put Rights. The Holder shall have the right to require the Company to repurchase all or any portion of the Warrants held by the Holder upon the terms and as provided in paragraph 13B of the Securities Purchase Agreement.
Put Rights. A. Upon the terms and subject to the conditions of this Agreement, each Limited Partner (other than Xxxx X. Xxxx and Xxxxx X. Xxxx with respect to all L.P. Units owned by them beneficially as of the Effective Date) shall have the right to tender to the Partnership outstanding L.P. Units no more than once during any 12-month period commencing after December 29, 1999. The Partnership shall purchase properly tendered L.P. Units for cash at a price (the "Tender Price") equal to the average market value of the Common Stock price as of the date the Limited Partner delivers to the General Partner, at the address provided in Appendix II, a completed and duly executed Letter of Transmittal in the form attached as Exhibit A to the Exchange Rights Agreement, and any other documents required by the Letter of Transmittal. Only a tender in this manner will constitute a valid tender of L.P. Units pursuant to this Section 8.7A. The General Partner shall make all determinations as to the validity and form of any tender of L.P. Units in accordance with the provisions of this Agreement, and upon rejection of a tender, shall give the tendering holder written notice of such rejection, which shall include the reasons therefor. Unless otherwise agreed by the General Partner or as provided in Section 8.7C, tenders of L.P. Units pursuant to this Section 8.7A shall be irrevocable and shall not be subject to withdrawal or modification.
Put Rights. (a) In the event that, at any time following the fifth anniversary of the Closing Date, the Company has not completed a Qualified IPO, each Investor may, by written notice given to the Company, elect to cause the Company to acquire from it all of the securities (the "PUT") held by it against payment by the Company of the purchase price therefor (the "PUT PRICE"), which Put Price per share of Preferred Stock shall be equal to the Liquidation Preference (as defined in the Certificate of Designations); PROVIDED that, for purposes of calculation the Liquidation Preference, (i) accreted and unpaid dividends on the Preferred Stock shall be calculated through and including the date on which the Company pays the Put Price pursuant hereto, and (ii) the amount that would have been paid to the holders of the Preferred Stock in a liquidation, dissolution or winding up of the Company if such Preferred Stock had been converted in full into Common Stock shall be determined by an investment banking firm of nationally recognized standing selected by the Majority of Investors. Such investment banking firm shall have 30 days to make such determination. In reaching such determination, such investment banking firm shall base its appraisal solely upon the value of the entire common equity (on a fully diluted basis) of the Company as of the date of such determination and as an ongoing business (without giving effect to any discount relating to the fact that such shares are not publicly tradeable), multiplied by the percentage of the entire common equity of the Company represented by the shares to be acquired by it upon exercise of the Put. Upon receipt of such valuation, the Company shall have 20 days to object to such valuation by providing notice of such objection to the Investor. If the Company shall so object, the Company shall have the right to engage an investment banking firm of nationally recognized standing to perform a valuation of such shares on the basis described above. Such valuation shall be completed within 30 days after receipt of such notice by the Company. If, upon completion of such valuation by the second investment banking firm, the two investment banking firms are able to agree upon a valuation, such agreed-upon value shall be utilized for purposes of determining the Liquidation Preference. If, at the expiration of such 30-day period, the two investment banking firms are unable to agree upon a valuation, then the Company and the Majority of Investors shall...
Put Rights. If, prior to the consummation of an IPO, a Management Investor (other than the Estate or the Estate's Permitted Transferee) dies or the Management Investor's (other than the Estate or the Estate's Permitted Transferee's) employment by the Company is terminated by the Company for any reason (including due to a Disability, as defined in such Management Investor's Employment Agreement or any analogous provision of any employment, compensation or benefit agreement or arrangement, if any, and if not so defined, upon the good faith determination of the Board of Directors of the Company of such Disability), the Management Investor or the Management Investor's legal representative or trustee, as the case may be, shall have the right, within three (3) months after such termination is effective (or one year after the date of death in the case of the Management Investor's death), to require the Company to purchase all (but not less than all) of the Management Investor's Common Stock (including any shares held by its Permitted Transferees) at a price equal to (A) in the case of termination by reason of death or Disability, the Fair Market Value thereof determined as of the date of death (in the case of termination due to death) or the date such other termination is effective and (B) in the case of termination by the Company for any other reason, the lower of (1) Fair Market Value and (2) the product of (x) the number of shares of Common Stock and (y) the New Cost Per Share (subject to adjustment to reflect any adjustments to the Common Stock made to reflect any merger, reorganization, consolidation, recapitalization, spinoff, stock dividend, stock split, extraordinary distribution with respect to the Common Stock or other change in corporate structure affecting the Common Stock, as the Company reasonably shall deem fair and appropriate). To the extent the funds for such purchase are permitted under the indebtedness of the Company and its Affiliates and applicable law to be funded through a Subsidiary Dividend and to be used to purchase such shares, the Company shall pay the purchase price in cash. The Company shall pay any amount not permitted to be funded through a Subsidiary Dividend or to be used to purchase such shares with a Buy-Out Note. The Board of Directors of the Company may, in its discretion, assign the rights and obligations of the Company under this Section 4.2 to any other Person, but no such assignment shall relieve the Company of its obligations hereu...
Put Rights. The Holder shall:
Put Rights. (a) Upon Termination of Employment of a Management Stockholder (other than by the Company for Cause or due to death or Disability) within the two-year period immediately following the Closing Date, such Management Stockholder shall be entitled to sell, and the Company shall be obligated to purchase from such Management Stockholder, during the thirty-day period beginning on the later of (i) the date of Termination of Employment and (ii) the six month anniversary of the Closing Date (or, if later, the six month anniversary of the latest date of sale of the Subscribed Shares or potential issuance of Rollover Shares (i.e., the last day of the exercise period of any Rollover Options not exercised on or prior to the date of Termination of Employment or the date following the date of Termination of Employment on which the last such Rollover Option is exercised and no shares remain subject to any Rollover Options) to such Management Stockholder), all or a portion of the Subscribed Shares and/or Rollover Shares held by such Management Stockholder with an aggregate Fair Market Value as of the date of repurchase equal to or less than 150% of the aggregate Fair Market Value of all such Subscribed Shares and/or all Rollover Shares subject to Rollover Options held by such Management Stockholder as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to such Management Stockholder, if different) (such repurchase, the “Investor Put Right”). The repurchase price payable by the Company to repurchase Subscribed Shares and/or Rollover Shares upon exercise of the Investor Put Right (“Investor Put Repurchase Price”) shall be (A) upon Termination of Employment (x) by the Company without Cause or (y) by such Management Stockholder for Good Reason or due to Retirement, the Fair Market Value of such shares as of the repurchase date and (B) upon Termination of Employment for any other reason (other than by the Company for Cause or due to death or Disability), the lesser of (x) the Fair Market Value of such shares as of the repurchase date and (y) the Fair Market Value of such shares as of the Closing Date (or, with respect to the Subscribed Shares, the date of sale thereof to the Management Stockholder, if different). Each Management Stockholder shall only be entitled to exercise the Investor Put Right once and exercise of the Investor Put Right shall be by written notice (“Investor Put Notice”) to the Company on or prior to the last date on which...
Put Rights. Notwithstanding anything to the contrary contained in the Stockholders Agreement, if, during the Employment Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates employment for Good Reason, the Executive shall be entitled to exercise his Put Right (as defined in the Stockholders Agreement) on the terms and conditions set forth in the Stockholders Agreement.
