Put Cap definition

Put Cap means a number of Shares equal to the lesser of (x) such number of Put Shares that represent twenty-five percent (25%) of the aggregate number of Shares held by ▇▇▇▇▇▇▇ as of the date of this Agreement and (y) such number of Put Shares having an Estimated 9.5x Consideration of $562,500,000; provided, however, that the amount in clause (y) shall be further subject to an increase equal to the amount paid in cash by the Put Sellers to NewCo Holdings pursuant to Section 2.1(j)(i), if any, or a decrease equal to the amount paid by NewCo Holdings to the Put Sellers pursuant to Section 2.1(j)(ii), if any, in each case in connection with the most recent Put consummated in accordance with this Section 2.1.
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Put Cap means, (x) with respect to a Class A Member, a number of Class A Interests equal to thirty three and one third percent (33 1/3%) of the number of Class A Interests listed as of the Effective Date on Schedule I (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the Effective Date); (y) with respect to a Class B Member, a number of Class B Interests equal to (i) thirty three and one third percent (33 1/3%) of the number of Class B Interests listed as of the Effective Date on Schedule I (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the Effective Date) plus (ii) with respect to any WCAS Put Exercise, the quotient of (A) such Class B Member’s Prior Unsold Interests with respect to all previous WCAS Put Exercises divided by (B) the Applicable Percentage with respect to the applicable WCAS Put Exercises; and (z) with respect to a Class C Member, a number of Class C Interests equal to (i) thirty three and one third percent (33 1/3%) of the number of Class C Interests listed on Schedule I (as the same may be updated for future issuances of Class C Interests and adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the Effective Date) plus (ii) with respect to any WCAS Put Exercise, the quotient of (A) such Class C Member’s Prior Unsold Interests with respect to all previous WCAS Put Exercises divided by (B) the Applicable Percentage with respect to the applicable WCAS Put Exercises; provided that if any Class A Interests or Class B Interests listed as of the Effective Date on Schedule I are thereafter Transferred to another Member, then, for purposes of determining each Member’s Put Cap only, the owner of such Transferred Company Interests on the date of the WCAS Put Exercise Notice or Additional Put Exercise Notice shall be deemed to have owned such Transferred Company Interests as of the Effective Date and the Person who owned such Transferred Company Interests on the Effective Date shall be deemed not to have owned such Transferred Company Interests on the Effective Date.”
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Put Cap means [•] per cent.;]6 "Put Gearing" means [•] per cent.;
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Examples of Put Cap in a sentence

  • Any WCAS Put Exercise shall be made by delivery of a written notice by WCAS to SEM and the Company during such ten (10) day period (each, a “WCAS Put Exercise Notice”), which WCAS Put Exercise Notice shall indicate the number of Company Interests that WCAS wishes to sell to SEM subject to WCAS’s Put Cap.

  • During the ten (10) day period following SEM’s, WCAS’s and Dignity’s receipt of such written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e), WCAS may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to WCAS’s Put Cap at a price per Company Interest equal to the Put Price Per Interest (each, a “WCAS Put Exercise”).

  • If the value of all Put Shares offered by the Investor (at the original Per Share Purchase Price) exceeds the remaining amount under the Put Cap, the Parent Company (or the Company) shall only be obligated to purchase the maximum number of full shares whose aggregate price does not exceed such remaining Put Cap.

  • During the ten (10) day period following SEM’s, WCAS’s and Dignity’s receipt of such written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e), Dignity may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to the Dignity Put Cap at a price per Company Interest equal to the Put Price Per Interest (each, a “Dignity Put Exercise”).

  • At the Put Closing, the Investor shall transfer the Put Shares free and clear of all liens, and the Parent Company (or the Company, as applicable) shall pay the aggregate purchase price for the Put Shares (subject to the Put Cap) to the Investor in cash by wire transfer of immediately available funds, or by such other means or assets as mutually agreed in writing between the Investor and the purchasing party.

  • The Investor may exercise the Put Option multiple times until the Put Cap is reached.

  • Any Dignity Put Exercise shall be made by delivery of a written notice by Dignity to SEM and the Company during such ten (10) day period (each, a “Dignity Put Exercise Notice”), which Dignity Put Exercise Notice shall indicate the number of Company Interests that Dignity wishes to sell to SEM subject to the Dignity Put Cap.

  • During the ten (10) day period following SEM’s and WCAS’s receipt of a written notice from the applicable Investment Bank that sets forth such Investment Bank’s determination of the Company Enterprise Value and Put Price Per Interest in accordance with Section 9.3(e), WCAS may elect, in its sole and absolute discretion, to sell to SEM a number of Company Interests up to WCAS’s Put Cap at a price per Company Interest equal to the Put Price Per Interest (each, a “WCAS Put Exercise”).


More Definitions of Put Cap

Put Cap means, with respect to a Class A Member or a Class B Member, a number of Company Interests equal to thirty three and one third percent (33 1/3%) of the number of Company Interests issued to such Member on the date of this Agreement or in connection with the closing of the Transactions (as the same may be adjusted for any limited liability company interest split, limited liability company interest dividend, distribution, combination or reclassification or similar transaction occurring after the date of this Agreement); provided that if any Company Interests issued to a Member on the date of this Agreement or in connection with the closing of the Transactions are thereafter Transferred to another Member, then, for purposes of determining each Member’s Put Cap only, the owner of such Transferred Company Interests on the date of the WCAS Put Exercise Notice or the Additional Put Exercise Notice shall be deemed to have owned such Transferred Company Interests as of the date of this Agreement or in connection with the closing of the Transactions and the Person who owned such Transferred Company Interests on the date of this Agreement or in connection with the closing of the Transactions shall be deemed not to have owned such Transferred Company Interests on the date of this Agreement or in connection with the closing of the Transactions.
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Put Cap means, as of the date of determination, the lesser of (i) the dollar amount of Common Stock that the Company is able to repurchase without violating applicable state law and/or the terms of any agreement with its banks or institutional lenders, or (ii) twenty percent (20%) of the Company's Consolidated Income before Interest, Taxes, Depreciation and Amortization for the twelve (12) month period ending on December 31st immediately preceding the date of determination less the aggregate dollar amount of shares of Common Stock repurchased during such twelve (12) month period ending on such December 31st from Participants, or former Employees other than payments to such Participants, or former Employees pursuant to Section 9.2 of the Plan. For purposes of this definition, the aggregate dollar amount of Common Stock repurchased during such 12 month period shall include the Fair Market Value of shares of Common Stock withheld by the Company upon a Participant's exercise of a Stock Option to satisfy the Participant's minimum statutory withholding tax obligation.
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Related to Put Cap

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Maximum Put Amount means the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000), or (ii) Two Hundred Fifty percent (250%) of the average of the Dollar Volume for the twenty (20) Trading Days immediately preceding the Put Date.

  • Maximum Settlement Amount means the maximum amount The Company is required to pay pursuant to this Settlement, which is the sum of Seven Hundred and Fifty Thousand Dollars ($750,000.00), inclusive of any of The Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.