Right of Seller to Put Shares. If, on the date which is eight hundred ten (810) days after Settlement Date, the Seller has not sold all of the Registrable Securities and is not then able to sell all of the Registrable Securities pursuant to an effective registration statement or an exemption from registration under the Act (and any required qualification or compliance or exemption therefrom under applicable blue sky laws), then the Seller shall have the option, by written notice to Purchaser to be given on or before the date which is eight hundred forty (840) days after the Settlement Date, to require Purchaser to purchase from Seller any remaining Registrable Securities held by Seller at a purchase price of $6 per share. The closing date for such sale shall occur no later than 30 days after Seller gives such notice to Purchaser. Without limiting the generality of the foregoing, in the event Purchaser shall fail to maintain the listing of any Purchaser Shares or Additional Shares upon the OTC Bulletin Board or the NASDAQ Small Cap Market for so long as Seller shall continue to hold any Purchaser Shares or Additional Shares, then Seller shall have the option, by written notice to Purchaser to be given within sixty (60) days after the later of Seller's receipt of Purchaser's notice of such delisting given pursuant to Section 5.14 or Seller's acquiring actual knowledge of such delisting, to require Purchaser to purchase from Seller any remaining Additional Shares or Purchaser Shares held by Seller at a purchase price of $6 per share. The closing date for such sale shall occur no later than thirty (30) days after Seller gives such notice to Purchaser.
Right of Seller to Put Shares. If, on the date which is eight hundred ten (810) days after Settlement Date, the Seller has not sold all of the Registrable Securities and is not then able to sell all of the Registrable Securities pursuant to an effective
Right of Seller to Put Shares. (a) On or after seven (7) months from the date of Closing, the Seller shall have the right, but not the obligation, to have Rick’s purchase from the Seller a total of 150,000 of the Rick’s Shares (for purposes of this Section 3.2, the 150,000 Rick’s Shares shall hereinafter be referred to as the “Rick’s Put Share”) in an amount and at a rate of not more than 6,250 of the Rick’s Put Shares per month (the “Monthly Shares”) calculated at a price per share equal to $20.00 per share (“Value of the Rick’s Shares”) until the Seller has received an aggregate of $3,000,000 from (i) the sale of the Rick’s Put Shares, regardless of whether sold to Rick’s, sold in the open market or in a private transaction or otherwise and (ii) the payment of any Deficiency (as hereinafter defined) by Rick’s. Seller shall notify Rick’s during any given month of its election to “Put” the Monthly Shares to Rick’s during that particular month and Rick’s shall have three (3) business days to elect to buy the Monthly Shares or instruct the Seller to sell the Monthly Shares in the open market. At Rick’s election, during any given month, it may either buy the Monthly Shares or, if Rick’s elects not to buy the Monthly Shares from Seller, then Seller shall sell the Monthly Shares in the open market and any deficiency between the amount which Seller receives from the sale of the Monthly Shares and the Value of the Rick’s Shares (the “Deficiency”) shall be paid by Rick’s within three (3) business days after receipt of written notice from the Seller of the sale of the Monthly Shares which shall provide the written sales confirmation and the amount of the Deficiency. Rick’s obligation under this Section 3.2(a) to purchase the Monthly Shares from Seller shall terminate and cease at such time as Seller has received an aggregate amount of $3,000,000 from (i) the sale of the Rick’s Put Shares, regardless of whether sold to Rick’s, sold in the open market or in a private transaction or otherwise, and (ii) the payments of any Deficiency by Rick’s. Seller agrees to provide monthly statements to Rick’s as to the total number of Rick’s Put Shares which Seller sold and the amount of proceeds derived therefrom. Except as set forth in Section 3.2(b) below, nothing contained in this Section 3.2(a) shall limit or preclude Seller from selling the Rick’s Put Shares in the open market or require Seller to “Put” the Rick’s Put Shares to Rick’s during any given month.
