THE COMPANY PUT OPTION Sample Clauses

THE COMPANY PUT OPTION. (a) At any time during the Option Period (as defined in Section 1.2(b)), the Company may compel all but not less than all of the Investors, severally, to purchase (the "COMPANY PUT OPTION") warrants (collectively, the "PUT OPTION WARRANTS") for an aggregate purchase price of $10,000,000 less the product of $.01 multiplied by the total number of Put Option Shares (as defined in the following (a) hereto. Each Investor may only be compelled to purchase a percentage of the total Put Option Warrants subject to the Company Put Option equal to such Investor's pro rata share. (b) Except as otherwise set forth to the contrary in this Section 1.3, the Company may exercise the Company Put Option at any time and from time to time during the Option Period by providing each Investor with at least 15 Trading Days written notice (the "PUT OPTION NOTICE") stating that the Company is exercising its Company Put Option, setting forth the number of Put Option Warrants that each Investor is required to purchase (in accordance with Section 1.3(a) above) and specifying the date that the purchase is to occur (the "PUT OPTION CLOSING DATE" and, collectively, with the Call Option Closing Date, the "OPTION CLOSING DATE"). (c) Upon delivery of a Put Option Notice from the Company, each Investor shall be severally obligated to purchase from the Company, and the Company shall be obligated to issue, sell and deliver, the Put Option Warrants specified in the Put Option Notice applicable to such Investor, subject to the terms of this Section 1.3. Closing of any such purchase shall take place in the same manner as the Closing and shall be subject to the same conditions as are set forth in Section 4.2. On the Put Option Closing Date, the Company shall deliver warrants evidencing the Put Option Warrants being purchased against the cash payment of the purchase price therefor. The Registration Rights Agreement shall apply to the Put Option Shares as provided therein. The obligations of the Investors to purchase the Put Option Warrants hereunder shall be in all respects several and not joint. (d) Notwithstanding anything herein to the contrary, the right of the Company to exercise the Company Put Option under this Section 1.3 as to an Investor shall be conditional upon the following (unless waived by such Investor): (i) At least thirty (30) Trading Days shall have expired since the most recent exercise by any Investor of the Investor Call Option; provided that this condition shall not apply to a...