Put-Call Arrangement Sample Clauses

Put-Call Arrangement. In the event of an Impasse, each Member shall have the right to make an optional “put-call” offer to the other Members to purchase the other Members’ entire Interest. Notwithstanding the above, no Member may initiate a put-call when there is an outstanding Offer (defined below) pending. The Member initiating a put-call shall be referred to as the “Offeror,” and the other Member shall be referred to as the “Offeree.” For purposes hereof, an Impasse shall mean the failure of all Members to agree on any decision proposed by the Managers under §4.2 above within twenty (20) days after receipt of such proposal.
Sample 1
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Put-Call Arrangement. In the event an Additional Investment Right is available to Lion 1 under Section 3(f) prior to October 1, 2001, Subscriber's Additional Investment Right shall be exercisable only as follows, Subscriber shall have the right, if it elects to do so, on the Additional Investment Right Exercise Date, to (x) purchase such portion of the shares of Class A Common Stock of the Company as are purchasable upon exercise of such Additional Investment Right and will result in its ownership not exceeding 4.9% of the then outstanding Class A Common Stock of the Company and (y) to enter into a put/call arrangement with the Company. The call would provide to Subscriber the right to a call option (the "Call") enabling Subscriber to purchase from the Company any remaining shares of Class A Common Stock of the Company which would have been available for purchase upon exercise of such Additional Investment Right, but for the 4.9% limitation above. The call will be exercisable for a 5 business day period commencing October 1, 2001, at a price per share equal to the 10 Trading Day Average for the 10 trading days immediately preceding the Additional Investment Right Exercise Date, plus interest at the LIBOR rate most closely applicable based upon the length of the interest period, from the Additional Investment Right Exercise Date through the date of exercise of the Call. The Company shall have a put right (the "Put") to require Subscriber to purchase from the Company the same number of shares of Class A Common Stock and at the same price per share and interest thereon as is applicable to the corresponding Call. The Put shall be exercisable during the same five business day period as is applicable to the corresponding Call. The shares available for purchase upon exercise of a Put or Call and the purchase price per share shall be subject to adjustment for stock splits, stock dividends and similar recapitalization events. In the event of a merger or consolidation to which the Company is a party or the sale of all or substantially all of the assets of the Company, the Put and Call shall, after such merger, consolidation or sale, be exercisable for the kind and number of shares of stock and/or other securities, cash or other property which the holder of the Put/Call would have been entitled to sell/purchase if the Put/Call had been exercised immediately prior to such merger, consolidation or sale. Any such merger, consolidation or sale shall require, as a condition thereto, that such ...
Sample 1

Related to Put-Call Arrangement

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Additional Arrangements The UVMP in Košice can offer to students, within its own accommodation capacities, an accommodation in its own facilities for the respective academic year. The accommodation fee and conditions of providing the accommodation are in full competence of the UVMP.

  • Transitional Arrangements Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

  • The Arrangement At the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

  • Soft Dollar Arrangements On an ongoing basis, but not less often than annually, the Adviser will identify and provide a written description to the Board of all “soft dollar” arrangements that the Adviser maintains with respect to the Funds or with brokers or dealers that execute transactions for the Funds, if any, and of all research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party), if any, as a result, in whole or in part, of the direction of Fund transactions to the broker or dealer.

  • Share Termination Unit Price The value to Dealer of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of Share Termination Delivery Property.

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.

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