Put Options. Notwithstanding any provision hereunder to the contrary, with respect to Financial Assets which possess so-called put options or similar characteristics which grant the Fund the option to redeem such Financial Assets prior to their maturity date ("Put Options Securities") including, but not limited to so-called put bonds, the following shall apply:
Put Options. The Holding Company shall issue a put option to any Participant, Beneficiary, surviving spouse or estate of a deceased Participant, or any other person (including distributees of an estate) to whom shares of Stock distributed under this Plan may pass by reason of a Participant's death (herein collectively referred to as the "Recipient"). This put option shall permit the Recipient to sell such Stock to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the fair market value of such Stock is made by the Committee (and notice of same is given in writing to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their fair market value at the date the put option is exercised; provided, however, that the Holding Company may grant the Trustee an option to assume on behalf of this Plan and Trust the Holding Company's rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company (or the Trustee, if it assumes the Holding Company's obligation) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise of the put option and not exceeding five (5) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable on an established market on ...
Put Options. A put option gives the buyer the right to sell or to “put” the stock to the seller at a specific price for a certain period of time. The sale of a put option obligates the seller to buy the stock from the buyer at that specific price for a certain period of time.
Put Options. (a) On or before February 28 of each year, the Company shall notify all Members of the LLC Value as of December 31 of the immediately preceding year.
Put Options. Each of the Significant Equityholders and the Company will enter into put option agreements on the same date as the Equity Commitment Agreement (the “Put Option Agreements”) pursuant to which each of the Significant Equityholders will sell, and the Company will purchase, put options (the “Put Options”) under which the Company, subject to the Put Option Conditions (as defined below), may require each of the Significant Equityholders to purchase a number of shares of Additional Common Stock (as defined below) up to such Significant Equityholder’s Firm Commitment Amount (as defined below) to the extent such Significant Equityholder did not exercise its Rights (as defined below) in the Rights Offering (as defined below) or participate in the Second Lien Term Loan Offering (as defined below) for a price per share equal to the Additional Common Stock Purchase Price (as defined below). The terms and conditions of the Put Options shall be more fully set out in the Put Option Agreements. As consideration for the Put Options, the Company will pay the Significant Equityholders an aggregate amount of $8,625,000 (the “Put Option Premiums”), which will be in the form of shares of Common Stock (as defined below) based on the Additional Common Stock Purchase Price, to be allocated among the Significant Equityholders in accordance with the terms of the Put Option Agreements and payable on the earliest of (i) the occurrence of a Termination Event (as defined below), (ii) the Closing Date (as defined below) and (iii) March 31, 2009; provided that the Put Option Premium to which any Significant Equityholder is entitled shall be reduced by the amount of any premium that has been paid to such Significant Equityholder pursuant to the Equity Cure Letter entered into by such Significant Equityholder with the Company. The Put Options shall expire on the earlier of (i) seven business days following the Expiration Time (as defined below) and (ii) March 31, 2009 (the “Put Option Expiration Date”), unless terminated as provided herein. For the avoidance of doubt, the obligations under the Put Option Agreements shall not terminate until all required funding has occurred in accordance with the terms thereof. To the extent that the Company exercises its rights under the Equity Cure Letters prior to the Expiration Time and does not receive gross cash proceeds of at least $15.0 million as a result, each of D. E. Shaw and Sigma will exercise a sufficient number of Rights it receives in the R...
Put Options. Except as set forth in Schedule 3.27, the Company's ability to honor put options (the "PUT OPTIONS") which obligate the Company to repurchase Shares distributed from time to time to Plan participants and beneficiaries under the ESOP, as may be required by the ESOP, the Trust Agreement and by applicable laws, regulations or rulings, is not restricted by the provisions of any law, rule or regulation in effect as of the date hereof (other than applicable provisions of the Delaware General Corporation law, and applicable fraudulent conveyance, fraudulent transfer, bankruptcy and similar laws) or by terms of any loan, financing or other agreement or instrument to which the Company is a party or by which the Company is bound, including, without limitation, the Company's Certificate of Incorporation.
Put Options. In the event of (i) the permanent disability of the Management Stockholder so that he is unable substantially to perform his services as an employee of the Company for an aggregate of 180 days during any twelve-month period or (ii) the death of the Management Stockholder, the Management Stockholder or, in the event of death, the deceased Management Stockholder's administrator or executor, shall have the option (the "Put Option"), exercisable by the giving of notice thereof to the Company within 120 days of the occurrence of the event giving rise to such Put Option, which, in the case of permanent disability, shall mean the 180th day of inability to perform services as an employee of the Company, to sell to the Company, and the Company upon exercise of such Put Option shall buy from the Management Stockholder or the deceased Management Stockholder's administrator or executor, as the case may be, all (but not less than all) of the Management Stockholder's Covered Equity, at a price per share equal to the fair market value of the Covered Equity determined as of the date of repurchase by the Board of Directors of the Corporation in its sole discretion. Such Put Option shall expire if such notice is not given within such 120-day period. The Management Stockholder, or the deceased Management Stockholder's administrator or executor, shall deliver to the Company certificates representing the Covered Equity, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company on the third business day after notice has been given to the Company or at such other place and time and in such manner as may be mutually agreed to by the Management Stockholder, or the deceased Management Stockholder's administrator or executor, and the Company. The net proceeds from the purchase of the Covered Equity pursuant to the Management Stockholder Option (the "Put Option Proceeds") shall be paid by a check, which shall be delivered to the Management Stockholder at the closing of such purchase. The obligations of the Company to purchase the Management Stockholder's Covered Equity pursuant to this Section 11(c) shall be deferred during any period in which such purchase would not be permitted by applicable law or could cause the Company to be in default under any agreement to which it or its Subsidiaries are a party.
Put Options. 6.2.1 Put Options Buyer shall have a right to sell Underlying to Put Option Seller or to receive payment at the amount equivalent to the difference between Settlement Price and Strike Price/Exercise Price as specified in the Options.
Put Options. The Administrative Agent and the Loan Parties agree that to the extent any Loan Party is required to purchase any Equity Interests of JV Co or AGH Phoenix under either of the respective organizational documents, such Investments will not be prohibited under Section 8.02 of the Credit Agreement to the extent (x) no Default or Event of Default then exists or would result therefrom and (y) the Loan Parties are in pro forma compliance with Section 8.11 of the Credit Agreement.
Put Options. (a) Subject to Section 12.5, each Holder shall have an option (the “Holder Put Option”), exercisable during the period commencing on the date that is six (6) months after the Closing Date and ending on the date that is eighteen (18) months after the Closing Date (the “Holder Put Exercise Period”), to require the Existing Shareholders to purchase all, but not less than all, of the Series A Preferred Shares (and/or all of the Ordinary Shares issued upon conversion of the Series A Preferred Shares, if any) then held by such Holder, at a per Share price equal to the Buyback Price.
