Puts and Calls Sample Clauses

Puts and Calls. BAD TERMINATIONS GOOD TERMINATIONS --------------------------------------------------------------------------------------------------------------------------------- FIRED FOR QUIT W/O FIRED W/O "CAUSE"/ QUIT DEATH/DISABILITY "CAUSE" "
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Puts and Calls. BAD TERMINATIONS GOOD TERMINATIONS --------------------------------------------------------------------------------------------------------------------------------- FIRED FOR QUIT W/O "GOOD FIRED W/O "CAUSE"/QUIT DEATH/DISABILITY "CAUSE" REASON" WITH "GOOD REASON" --------------------------------------------------------------------------------------------------------------------------------- OPTION SHARES Any Option Any Option Shares Any Option Shares can be Called at May put Option Shares to Company at Shares can be can be Called at FMV prior to a Public Offering. FMV prior to a Public Offering. Called at the the lesser of lesser of cost cost or FMV. Any Option Shares may be put to or FMV. the Company at FMV prior to a No put. Public Offering. No put or call subsequent to a No Put. Public Offering. No put or call subsequent to a Public Offering. --------------------------------------------------------------------------------------------------------------------------------- OPTIONS All Options All Options Options shall remain outstanding Options shall remain outstanding terminate terminate without until termination of the Agreement until termination of employment without any any payment. plus 3 months. plus one year. payment. May put Options to the Company at May put Options to Company at the the difference between FMV and the difference between FMV and the exercise price prior to a Public exercise price prior to a Public Offering. Offering.
Puts and Calls. 7.1 Call Option of the Seller For the period of January 1, 1998 to December 31, 2001 UGL, or a party designated by UGL, shall have the right to purchase the Company's shares then held by the Purchaser. The exercise price shall be equal to the purchase price paid by the Purchaser pursuant to the Share Purchase Agreement increased by 20% per annum, compounded annually and calculated for the 42 period between payment of the purchase price by the Purchaser and exercise of the call option by UGL. If UGL wishes to exercise its call option, it shall notify the Purchaser in writing no later than by 12.00 noon on December 31, 2001. If such date is not a date on which banks are open for business in Zurich, the exercise notice shall reach the Purchaser by 12.00 noon on the last business day of 2001. The sale shall be completed within 10 business days of receipt of the exercise notice by the Purchaser and shall take place by the Purchaser delivering its shares in the Company to UGL or its designee against receipt of the exercise price. Each party shall bear its own costs and expenses incurred in connection with the exercise of the call option. Notwithstanding the above, UGL hereby commits not to exercise its call option as long as EIBA's put option against UGL, pursuant to its Shareholders Agreement dated January 17, 1997, has not expired.
Puts and Calls. Somewhat more rare is a provision giving a shareholder the ability to require the company or another shareholder to buy that shareholder’s stock, or allowing the company and certain shareholders the ability Continued on next page to cause another shareholder to involuntarily sell its stock to the company or shareholder. A typical example would be a call right by the company to buy out an employee shareholder’s stock if the employee ceases to be employed by the company, or the corollary put right by the employee to cause the company to buy. There are several issues to consider when drafting these types of provisions. First, who has the right to trigger the provision? A majority shareholder may have the leverage in negotiating the shareholders agreement to cause the other shareholders to be subject to a ROFR or drag right, but the minority shareholders don’t have a ROFR if the majority shareholder sells and cannot drag the majority shareholder. The minority shareholder may have only tag-along rights. Second, how do these rights interplay with each other? A tag-along right should not apply if all equity has been purchased under the ROFR. Similarly, a shareholder who exercises its ROFR should not then be able to exercise tag-along rights. Also, shareholders should not have a ROFR where the selling shareholder has drag-along rights. It is important to carefully coordinate these provisions. Third, what value is paid for the equity? In a right triggered by an offer to a third party, the price offered by the third party usually controls. The price to be paid is often an issue in the put/call scenarios. Some agreements provide that the board has the right to determine the fair market value of the equity. Of course, a board determination would be problematic in a situation where the company is exercising a call right. Some provisions allow for the parties to hire an appraisal firm to determine the fair market value. Other issues in calculating value include whether the appraisal firm can or should apply a minority or a liquidity discount in arriving at the market value. Many of these issues will come down to who has the leverage at the time of negotiations.
Puts and Calls. The Executive and Company hereby agree to the terms and conditions of certain “put” and “call” rights set forth on Attachment C hereto.
Puts and Calls. (a) Westaim shall be irrevocably entitled to deliver to the Executive, at any time during the Call Period, a Put-Call Notice requiring the Executive to sell to Westaim all but not less than all of the Outstanding Option Rights and/or all or such portion of the Optioned Shares held by the Executive as may be specified in such Put-Call Notice and, upon receipt of such Put-Call Notice, the Executive shall sell to Westaim that number of the Outstanding Option Rights and/or Optioned Shares described in such Put-Call Notice upon the terms and conditions set out in section 9(c) of this Agreement. As a condition precedent to Westaim delivering a Put-Call Notice to the Executive in circumstances where there are Outstanding Option Rights of the Executive which Westaim intends to purchase pursuant to such Put-Call Notice, Westaim shall, at least 3 business days prior to delivering such Put-Call Notice (the “3 Day Period”), deliver to the Executive a preliminary Put-Call Notice (the “Preliminary Put-Call Notice”) specifying therein that Westaim will be delivering at the end of the 3 Day Period a Put-Call Notice to the Executive which will, at a minimum, require the Executive to sell to Westaim all but not less than all of the Outstanding Option Rights held by the Executive at such time. Upon receipt of such Preliminary Put-Call Notice, the Executive shall be entitled during the 3 Day Period to fully exercise the Option (notwithstanding section 3) with respect to all Outstanding Option Rights. The Optioned Shares acquired by the Executive as a result of exercising such Outstanding Option Rights shall be included in the Optioned Shares which Westaim requires the Executive to sell to Westaim pursuant to the Put-Call Notice. The call right described in this section 9(a) shall be assignable without restriction by Westaim.
Puts and Calls. The Company and each Management Investor (which term, for purpose of this Section 5.2, shall include all Permitted Transferees thereof as the context may require) shall be subject to the following purchase and sale obligations and rights:
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Puts and Calls. The options (and the underlying shares) acquired pursuant to an Exchange Agreement would be subject to puts and calls upon termination of employment, the specifics of which will be discussed by the parties. Board Seats WH would have one board seat unless the board has 11 or more directors in which case WH would have an additional board seat. WH/MH would have the right to designate a member of their family to serve on the board in WH's place. The family may designate non-family member(s) to represent them on the board, the identity of whom would be subject to Xxxxx'x consent, such consent not to be unreasonably withheld. Any such non-family board member would receive the same director's fee being paid to other outside directors. The board seat would not be transferable outside of the WH/MH family, subject to the right of designation described above. J-PE would have one board seat, so long as he is CEO. Xxxxx would have the right to designate the remaining directors which would constitute a majority of the board of directors. Veto Right WH would have a veto on affiliate transactions, except for (1) Xxxxx fees as described below and (2) payments pursuant to the financial advisory agreement described below. This veto right would only be exercisable by WH, or in the event that WH is no longer a director, a family member, if any, who is serving on the board. If there are no family members on the board, then affiliate transactions would be reviewed by the disinterested board. Xxxxx Fees Xxxxx will receive an up front fee of $4,950,000 and annual fee of $495,000 pursuant to a financial advisory agreement between Xxxxx and the Company. Xxxxx will also receive a customary exit fee, consistent with their past practices that will be negotiated with the Company at that time. WH would participate pro rata in the exit fee based on stock ownership at the time of exit, but capped at 15% for WH. WH's Rights WH to receive an annual director's fee of $100,000. The fee would be payable to WH or a designated family member serving on the board. WH to continue benefits under SERP ($157,500 per year with acceleration as a result of the transaction so that payments would commence beginning the month in which the closing occurs). Employment Agreements Existing employment agreements, except as otherwise mutually agreed upon. Minority Shareholder No charter amendments that would disproportionately Protections affect roll-over shareholders. Others, if any, to be discussed. Management O...
Puts and Calls. Within fifteen days after the date hereof, TeleNova -------------- and ITXC shall enter into an amendment to this Agreement that shall provide for a series of puts and calls to apply in the event that (i) ITXC effects an initial public offering, (ii) ITXC is acquired, (iii) either TeleNova or ITXC effects a Territory Non-Exclusive Arrangement pursuant to Section 14 hereof or (iv) an impasse develops. Such amendment shall be consistent with each of the provisions of the Exit Clause Outline annexed hereto as Exhibit H and shall acknowledge that to the extent that TeleNova acquires stock pursuant to such puts and calls, such stock generally will not be registered under any applicable securities law. In the event that TeleNova and ITXC are unable to agree upon the text of such amendment within such fifteen day period, then either such Party shall have the right to terminate this Agreement and the License Agreement without liability upon notice to each of the Parties.
Puts and Calls. (a) In the event this Agreement is terminated by Empire, SYN shall have a call right to purchase Empire's shares of common stock of SYN at a price equal to 100% of fair market value, determined by appraisal, and Empire shall have a put right to sell to SYN Empire's shares of common stock of SYN at a price equal to 90% of fair market value, determined by appraisal, provided that, in case of a put by Empire, SYN has adequate liquidity, as reasonably determined by its Board, to make such purchase.
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