Basic Put Rights Sample Clauses

Basic Put Rights. At any time beginning August 1, 2000, any of the Repurchase Majority Holders shall have the right to require the Company to repurchase all or any portion of the Preferred Stock or BofA Warrants held by such Investor(s) (the "Put") at the Put Price by delivering a written notice to the Company specifying the quantity of such securities to be purchased (the "Put Notice"). Such notice will indicate not more than two (2) Eligible Firms (the "Excluded Firms") which are to be excluded by the Company from consideration in selecting an Eligible Firm to determine the Fair Market Value for the relevant Determination Date. Subject to Section 4.3 hereof (regarding Puts deemed to have been exercised as of the Date of Receipt), other than a Put exercised by the holders of a majority of the ABRY Underlying Common Stock, no additional Put(s) shall be exercised within the one-year period beginning on the Date of Receipt. For so long as the Bank or any Affiliate thereof (excluding from the definition of "Affiliate" for such purposes the last two sentences of such definition) holds the BofA Warrants, the BofA Co- Investors and the Class B Common Stock held by the BofA Co-Investors shall be subject to the provisions of this Section 4 and the Class B Common Stock held by the BofA Co-Investors shall be treated the same as the BofA Warrants held by the Bank or such Affiliate for all purposes of this Section 4, except that the reduction described in clause (b) of Section 4.6 shall not apply to such Class B Common Stock.
Sample 1
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Basic Put Rights. At any time beginning August 1, 2000, any of the Repurchase Majority Holders shall have the right to require the Company to repurchase all or any portion of the Preferred Stock or BofA Warrants held by such Investor(s) (the "Put") at the Put Price by delivering a written notice to the Company specifying the quantity of such securities to be purchased (the "Put Notice"). Subject to Section 4.3 hereof (regarding Puts deemed to have been exercised as of the Date of Receipt), other than a Put exercised by the holders of a majority of the ABRY Underlying Common Stock, no additional Put(s) shall be exercised within the one-year period beginning on the Date of Receipt. For so long as the Bank or any Affiliate thereof (excluding from the definition of "Affiliate" for such purposes the last two sentences of such definition) holds the BofA Warrants, the BofA Co-Investors and the Class B Common Stock held by the BofA Co- Investors shall be subject to the provisions of this Section 4 and the Class B Common Stock held by the BofA Co-Investors shall be treated the same as the BofA Warrants held by the Bank or such Affiliate for all purposes of this Section 4, except that the reduction described in clause (b) of Section 4.6 shall not apply to such Class B Common Stock. Notwithstanding the foregoing, if at any time (a) ABRY delivers written notice to the Company requesting the Company to terminate the Executive's employment pursuant to the Wilsxx Xxxloyment Agreement and (b) the Company fails within 20 business days to terminate the Executive's employment in accordance with the terms thereof, then ABRY and ABRY/CIP shall be entitled to exercise a Put. Furthermore, in the event of a Put pursuant to the immediately preceding sentence, (i) notwithstanding the provisions of Section 4(g) of the Securities Purchase and Exchange Agreement, neither ABRY nor ABRY/CIP shall have any further obligation to make any Facility A Advance and (ii) notwithstanding the provisions of any Facility A Note, none of the Facility A Notes thereafter shall be converted into Preferred Stock.
Sample 1

Related to Basic Put Rights

  • Put Rights The Warrantholder shall have the following Put Rights:

  • Call Rights (a) Subject to the terms and conditions of this Section 4, the Company shall have the following call rights with respect to the Warrant:

  • Put Right At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in advance of the Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the Requested Redemption Date; provided that the sum of the percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to exceed 2% of the number of Units outstanding at the beginning of such 12-month period, the Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax. Table of Contents

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Offset Rights Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

  • Default Not Exceeding 10% of Firm Units or Option Units If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Redemption Rights At any time until ten business days following the Stock Acquisition Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

  • Delivery of Shares Tendered in Payment of Purchase Price If the Optionee exercises this option by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Optionee or shall be accompanied by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this option.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Limited Preemptive Rights Except as provided in Section 5.3, no Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership.

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