Exit Put Option definition
Examples of Exit Put Option in a sentence
The Exit Put Option shall be exercised by means of the delivery of a written notice by the Majority Block Shareholders to the Investor pursuant to Section 13.4 below.
If the Exit Put Option or the Exit Call Option is not exercised within the terms set forth herein, then such Exit Put Option and such Exit Call Option shall be automatically revoked and canceled.
Upon the exercise of the Exit Put Option or the exercise of the Exit Call Option, as the case may be, the Investor (or its relevant Affiliate) shall also acquire all of the remaining shares held by all Selling Shareholders in exchange for a price per share equivalent to the Final Exit Option Price per share, pursuant to the irrevocable commitment to be executed by all Selling Shareholders on the Closing Date in the form of Exhibit L.
To the extent permitted by Applicable Law, the Parties agree to consider whether the Majority Block Shareholders can sell their shares indirectly through newly incorporated companies, provided that if the Parties cannot agree to the sale in the manner proposed by the Majority Block Shareholders, the Exit Put Option or the Exit Call Option shall be completed directly through the acquisition of the totality of the equity interest of the Majority Block Shareholders.
The Call Option and the Exit Put Option shall, however, have the same term (i.e. if the term for the Call Option is extended this is automatically deemed an equivalent extension of the term of the Exit Put Option).
After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, the Selling Shareholders may opt to conduct and control all Third-Party Claims recorded in the Memorandum Account until such date.
After the exercise of the Exit Put Option or the Exit Call Option, as the case may be, the Investor Indemnified Parties shall only be entitled to indemnification for the amount of their aggregate Indemnifiable Losses which exceeds the Deductible and the Second Deductible, and up to the limit of the Escrow Amount.
The Exit Option Price will be distributed on a pro rata basis to the owners of the shares comprised of the Exit Put Option.
Yours sincerely, [insert place and date] To: [Constellation, Listco, and the Coop] From: [●] Re: Exercise Exit Put Option On [●] 2020, certain parties entered into an Investor Rights and Governance Agreement (the “IRGA”).
Upon the exercise of the Exit Put Option or the Exit Call Option, as applicable, the Company, the Selling Shareholders and the Investor (and its relevant Affiliate, if applicable) shall submit, within the subsequent fifteen (15) Business Days, the potential transfer of shares of the Company to the approval of the Conselho Administrativo de Defesa Econômica – ▇▇▇▇, as it may be required under Applicable Law.