Call and Put Options. (a) In the event of Executive's Termination, the Executive Stock (whether held by Executive or one or more of Executive's transferees) shall be subject to repurchase by the Company and/or the Investors at their option pursuant to the terms and conditions set forth in this Section 10 (the "Call ---- Option"). ------
(b) In the event of a Termination either without Cause or with Good Reason or as a result of the death or Permanent Disability of Executive, Executive (or Executive's Estate) shall have the option to cause the Company to repurchase all of the Executive Stock held by Executive as of the date of the Termination pursuant to the terms and conditions set forth in this Section 10 (the "Put Option") by delivering a written election notice (the "Put Notice") to ---------- ---------- the Company within 60 days of Executive's Termination Date.
(c) The purchase price for each share of Executive Stock purchased from the Executive pursuant to the Call Option or the Put Option shall be the Fair Market Value for such shares as determined by the Board.
(d) The Board may elect to purchase all of the Executive Stock by delivering written notice (the "Call Notice") to the holder or holders of the ----------- Executive Stock within 90 days after the Termination Date. The Call Notice shall set forth the number of shares of Executive Stock to be acquired from each holder of Executive Stock, the aggregate consideration to be paid for such shares and the time and place for the closing of the transaction.
(e) If for any reason the Company does not elect to purchase all of the Executive Stock pursuant to the Call Option, the Investors shall be entitled to exercise the Call Option for the shares of Executive Stock the Company has not elected to purchase (the "Available Shares"). As soon as practicable after the Company has determined ---------------- that there will be Available Shares, but in any event within 30 days after the Termination Date, the Company shall give written notice (the "Option Notice") to ------------- the Investors setting forth the number of Available Shares and the purchase price for the Available Shares. The Investors may elect to purchase any or all of the Available Shares by giving written notice to the Company within 15 days after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number of shares greater than the number of Available Shares, the Available Shares shall be allocated among the Investors ...
Call and Put Options. The shares of Common Stock issued upon exercise of all or any portion of an Option shall be subject to a call right by the Company and a put right by the Optionee (but not by any transferee of the Optionee, except that a Permitted Transferee shall participate in a put option as described in Plan Section 2.8) following his termination of employment in accordance with the provisions of Plan Section 2.8. Notwithstanding the preceding sentence and the provisions of Plan Section 2.8, no Option shall be subject to a call right by the Company or a put right by the Optionee if, and to the extent, that any such right would cause the Company or the Optionee (or any Permitted Transferee) to incur any liability under Rule 16b-3 of the Act.
Call and Put Options. The shares of Common Stock issued upon exercise of all or any portion of an Option shall be subject to a call right by the Company, the other "Management Stockholders" and the "Investors" (as such terms are defined in Plan Section 2.8) and shall be subject to a put right by the Optionee (and his estate, legal representative and "Permitted Transferees" (as such term is defined in Plan Section 3.3)) following the Optionee=s termination of employment, all in accordance with the provisions of Plan Section 2.8. Notwithstanding the preceding sentence and the provisions of Plan Section 2.8, no Option shall be subject to any call right or put right if, and to the extent, that any such right would cause the Company, a Management Stockholder, an Investor, or the Optionee (or his estate, legal representative or Permitted Transferee) to incur any liability under Rule 16b-3 of the Act.
Call and Put Options. The Company and the Purchaser agree that call and put options shall be available with respect to Shares as set forth in Sections 2.8 and 3.11(d) of the TravelCenters of America, Inc. 1997 Stock Incentive Plan (the "Plan"), which sections shall be applied and interpreted consistently with other sections of the Plan. Such options shall be exercised at a Call Purchase Price or Put Purchase Price, as the case may be, as provided in Exhibit A and Exhibit B to the Plan.
Call and Put Options. (a) Czech hereby agrees that at any time during the period commencing March 12, 2005 and ending September 12, 2005, CytRx shall have the right and option (the "Call Option") to purchase all (but not less than all) of Czech's Stock in exchange for the issuance to Czech of Qualified Shares in a Qualified CytRx Transaction. The Call Option may be exercised by CytRx by notice ("Notice of Call Exercise") given to Czech as provided in this Agreement.
(b) CytRx hereby agrees that, unless the Call Option shall previously have been exercised, at any time during the period commencing September 13, 2005 and ending March 12, 2006, Czech shall have the right and option (the "Pux Xxxxxx") xx xxxxx XxxRx to purchase all (but not less than all) of Czech's Stock in exchange for the issuance to Czech of the Qualified Shares in a
Call and Put Options. The Portfolios have different policies and restrictions regarding the purchase and sale of call and put options. o All Portfolios can write (sell) exchange-traded covered call options on securities, currencies and securities indices. x Xxxxxxxxxxx International Growth Fund/VA and Government Securities Portfolio can buy exchange-traded call options on securities, currencies and securities indices. x Xxxxxxxxxxx International Growth Fund/VA can purchase options on currency in the over-the-counter markets. Call options can be used as a hedge against possible decreases in the prices of investment securities held by a Portfolio or against an increase in price of a security the Portfolio contemplates buying. Covered call options can be used to generate income. |_| Writing Covered Call Options (All Portfolios). The Portfolios can write (that is, sell) covered calls. If a Portfolio sells a call option, it must be covered. That means the Portfolio must own the security subject to the call while the call is outstanding, or, for certain calls on indices and currencies, the call may be covered by segregating liquid assets to enable that Portfolio to satisfy its obligations if the call is exercised. Up to 20% of each Portfolio's total assets may be subject to calls the Portfolio writes. When a Portfolio writes a call on a security, it receives cash (a premium). That Portfolio agrees to sell the underlying security to a purchaser of a corresponding call on the same security during the call period at a fixed exercise price regardless of market price changes during the call period. The call period is usually not more than nine months. The exercise price may differ from the market price of the underlying security. The Portfolio shares the risk of loss that the price of the underlying security may decline during the call period. That risk may be offset to some extent by the premium the Portfolio receives. If the value of the investment does not rise above the call price, it is likely that the call will lapse without being exercised. In that case the Portfolio would keep the cash premium and the investment. When a Portfolio writes a call on an index, it receives cash (a premium). If the buyer of the call exercises it, the Portfolio will pay an amount of cash equal to the difference between the closing price of the call and the exercise price, multiplied by a specified multiple that determines the total value of the call for each point of difference. If the value of the under...
Call and Put Options. This entire Clause 6 shall not be applicable to any sale and transfer pursuant to the exercise of the Call Option by the Founders and exercise of the Put Option by the Investor under Clause 8. The exercise of any rights by any Shareholder pursuant to, or any sale and transfer of any Shares made in compliance with, this Clause 6 shall not in any way affect, prejudice or diminish the rights of the Founders and the Investor under Clause 8.
Call and Put Options. Except as the Company may otherwise agree, upon any termination of the employment by the Company or its Subsidiaries of any Management Shareholder (other than Green) or any Barnett Management Shareholder for any reason, the Company shall have xxx xxxht and option to purchase (as provided below in this Section 3.3) all, but not less than all, of the shares of Common Stock (other than Luiga Restricted Stock, which shall be subject to the terms of the Luiga Restricted Stock Award Agreement, or Pray Restricted Stock, which shall be subject to the terms of the Pray Restricted Stock Award Agreement), Preferred Stock and Other Rights held by such Management Shareholder or Barnett Management Shareholder or originally issued to such holder but xxxxxxcially owned or held by direct or indirect Permitted Transferees of such Management Shareholder or Barnett Management Shareholder (collectively, the "Shareholder Call Grxxx") xn the following terms (the "Call Option") and, if such Management Shareholder's or Barnett Management Shareholder's employment is terminated under the cixxxxxxxnces set forth in Section 3.3.5 and the Call Option has not been exercised by the Company, such Management Shareholder or Barnett Management Shareholder shall have the right and option to require the Company to purchase all, but not less than all, of the shares of Common Stock (other than Luiga Restricted Stock or Pray Restricted Stock), Preferred Stock and Other Rights held by the Shareholder Call Group (the "Put Option") on the following terms:
Call and Put Options. In the event that a Non-defaulting Party gives notice pursuant to Section 20.3 of its desire to terminate this Agreement, the Parties shall immediately conduct negotiations and endeavor to resolve the issue which results in the giving of such notice. If no resolution of the dispute is reached to the satisfaction of the Non-defaulting Party within three (3) months after issuance of such notice, the Non-defaulting Party shall have the right to (i) either cause the Company to enter into liquidation according to Section 21, or (ii) exercise, to the extent permitted by applicable laws:
(i) 促使公司根据第21 条进行清算，或(ii)在适用法律允许的范围内行使：
(i) a call option in relation to the Equity Interests of the Defaulting Party and shall be entitled to serve a Call Notice, and the Defaulting Party shall sell its Equity Interests to the Non-defaulting Party at a [***] discount of the Fair Market Value (defined below); or 有关违约方股权的买入选择权，并有权发出买入通知，违约方应以市场公允价值 (定义见下文)折价[***]向守约方出售其股权；或
(ii) a put option in relation to the Equity Interests held by the Non-defaulting Party and shall be entitled to serve a Put Notice to the Defaulting Party, and the Defaulting Party shall purchase from the Non-defaulting Party the Equity Interests of the Non-defaulting Party at a [***] premium of the Fair Market Value (defined below); 有关守约方股权的卖出选择权，并有权向违约方发出卖出通知，违约方应以市场公允价值 (定义见下文)溢价[***]向守约方购买守约方持有的股权； each exercisable in accordance with the provisions of Section 20.5.
Call and Put Options
