Change of Control Put Option. If a Change of Control or a Key Executive Change occurs at any time, the Holder shall have the right and option, but not the obligation, to cause GAMCO to purchase on the Change of Control Exercise Date (as defined below) all or any portion of the Unpaid Principal Amount of this Note (the "Change of Control Put Option") for a purchase price in cash (the "Change of Control Put Consideration") equal to (i) 101% of the principal amount of the Note to be purchased plus accrued and unpaid interest thereon to but excluding the Change of Control Exercise Date minus (ii) the Teton Deduction. The Change of Control Put Consideration shall be payable to the Holder by wire transfer of immediately available funds on the Change of Control Exercise Date against the delivery to GAMCO of this Note duly endorsed to it or in blank; provided, however, that if only a portion of the principal amount of this Note is being purchased, then concurrently with such delivery GAMCO shall duly execute and deliver to the Holder a new Note of the same tenor as this Note but with a principal amount equal to the principal amount of this Note not being purchased. GAMCO shall give the Holder prompt written notice if a Change of Control or a Key Executive Change occurs (a "Notice"). In order to exercise the Change of Control Put Option with respect to any Change of Control or Key Executive Change, the Holder must deliver a written notice of its election to exercise to GAMCO within 30 days after it has received the Notice relating thereto and the closing of any exercise of the Change of Control Put Option will be held at 10:00 A.M. at the principal executive offices of the Holder on the 30th day after GAMCO receives such written notice, or at such other time and place upon which the Holder and GAMCO shall agree (the "Change of Control Exercise Date").
Change of Control Put Option. In the event of a Change of Control of São Martinho, Amyris Brasil shall have the right, but not the obligation, at its sole discretion, to sell to São Martinho all of its Shares in the Company and to require São Martinho to buy all, but not less than all, of the Shares then held by Amyris Brasil (“Change of Control Put Option”).
Change of Control Put Option. (a) In the event that a Change of Control of the Company occurs, the Company shall, and as applicable, shall cause the Surviving Entity to, (i) subject to the terms of the Confidentiality Agreement and any confidentiality agreement entered into in connection with a Change of Control, provide notice to Holdings of a Change of Control no more than ten (10) days after the execution of a definitive agreement committing the Company to a Change of Control, and in any event, no less than ten (10) days prior to the closing of such Change of Control transaction, (ii) promptly following any Change of Control, if the Company is not the Surviving Entity, the Surviving Entity shall execute and deliver to the Symphony Collaboration and Holdings instruments, in form and substance reasonably acceptable to the Symphony Collaboration and Holdings, whereby the Surviving Entity expressly assumes all of the obligations of the Company hereunder and under each other Operative Document to which the Company is a party, and (iii) ensure that all material applications and filings have been made to, and all material consents have been received from, the FDA, and any applicable foreign equivalent thereof, necessary for the Surviving Entity to satisfy all of its material obligations under the Operative Documents, except to the extent that failure to make such applications or filings or receive such consents would not reasonably be expected to have a material adverse effect on the Programs or the Symphony Collaboration’s rights under the Operative Documents.
(b) Holdings shall have an exclusive option (the “Change of Control Put Option”) to sell 100% of the Symphony Collaboration Equity Securities to the Surviving Entity, which may be exercised within 30 days following a Change of Control, but in any event prior to the expiration of the Term, in its sole discretion following a Change of Control with respect to the Company.
(c) Holdings may exercise the Change of Control Put Option only by delivery of written notice (the “Change of Control Put Option Exercise Notice”) during the Purchase Option Period. The Change of Control Put Option Exercise Notice shall be delivered on a Business Day to the Surviving Entity and the Symphony Collaboration, and shall thereafter be deemed for all purposes under the terms of this Agreement to be a Purchase Option Exercise Notice by the Surviving Entity (in accordance with the provisions of Section 2 hereof) as of the date such notice is delivered (such da...
Change of Control Put Option. (a) In connection with any change of control of the Majority Shareholder, the Minority Shareholder shall have the right and option, exercisable upon written notice to the Majority Shareholder in accordance with Section 3.03(c), to sell to the Majority Shareholder and to cause the Majority Shareholder to purchase all but not less than all of the Minority Shareholder’s Subject Shares pursuant to the Put Contract (a “Change of Control Put Option”), for an aggregate purchase price equal to the Fair Market Value of the Minority Shareholder’s Subject Shares determined in accordance with Section 3.06.
Change of Control Put Option. If someone should make a tender to the company to acquire control (as defined in Article 38 of the Royal Decree of November 8, 1989), the holders of Class A shares that accept the tender shall make their offer contingent upon the agreement by the potential buyer to purchase all or some of the Class B shares on the same terms and conditions.
Change of Control Put Option. If, at any time while any of the Bonds remains outstanding, a Change of Control (as defined below) occurs, each Bondholder shall have the option (unless, prior to the giving of the Change of Control Notice (as defined below), the Issuer shall have given notice under Condition 6(b)) to require the Issuer to redeem or, at the option of the Issuer, purchase (or procure the purchase of) that Bondholder's outstanding Bond(s) at 101 per cent. of their principal amount together with (or, where purchased, together with an amount equal to) interest (if any) accrued to (but excluding) the Change of Control Put Date (as defined below). Such option (the "Change of Control Put Option") shall operate as follows:
Change of Control Put Option. 10.2.1 Upon the occurrence of a Change of Control Event each Bondholder shall have a right of early repayment (a “Put Option”) of its Bonds at a price of 101 % of par plus accrued interest.
10.2.2 The Put Option must be exercised within 60 days (sixty days) after the Issuer has given notification to the Bondholders of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place. The Put Option may be exercised by the Bondholders by giving written notice of the request to its Account Manager. The Account Manager shall notify the Paying Agent of the pre-payment request. The settlement date of the Put Option shall be the fifth – 5 – Business Days following the expiry of the 60 day period set out above.
10.2.3 On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholders holding Bonds to be pre-paid, the principal amount of each such Bond (including any premium pursuant to Clause 10.2.1) and any unpaid interest accrued up to and including the settlement date.
Change of Control Put Option. (unless prior to the giving of the relevant Change of Control Put Notice the Issuer has given notice of redemption under Condition 7(b) (Redemption for tax reasons) or 7(c) (Make-whole call)) to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) that Note on the Change of Control Put Date at 101 per cent. of its principal amount together with interest accrued to (but excluding) the Change of Control Put Date.
Change of Control Put Option. (a) In the event that a Change of Control of Lexicon occurs, Lexicon shall, and if and as applicable, cause the Surviving Entity to, (i) subject to the terms of the Confidentiality Agreement and any confidentiality agreement entered into in connection with a Change of Control, provide notice to Holdings of a Change of Control no more than [**] after the execution of a definitive agreement committing Lexicon to a Change of Control, and in any event, no less than [**] prior to the closing of such Change of Control transaction, (ii) subject to the terms of the Confidentiality Agreement and any confidentiality agreement entered into in connection with a Change of Control, use commercially reasonable efforts to provide Holdings reasonable access to the senior executive officers who have responsibility for commercial or research and development activities of the acquiror or the Surviving Entity, as applicable, prior to the Change of Control to discuss in good faith and reasonable detail the Surviving Entity’s ongoing operations, (iii) promptly following any Change of Control, if Lexicon is not the Surviving Entity, the Surviving Entity shall execute and deliver to Symphony Icon and Holdings instruments, in form and substance reasonably acceptable to Symphony Icon and Holdings, whereby the Surviving Entity expressly assumes all of the obligations of Lexicon hereunder and under each other Operative Document to which Lexicon is a party, (iv) promptly following any Change of Control, if Lexicon is not the Surviving Entity, the Surviving Entity shall provide to Symphony Icon and Holdings an opinion of nationally recognized outside counsel (in customary form and subject to customary assumptions and qualifications) to the effect that (A) the instruments referred to in clause (iii) above are valid and binding obligations of such Surviving Entity, enforceable in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity, and (B) such Change of Control does not violate any material term of the Operative Documents, and (v) ensure that all material applications and filings have been made to, and all material consents have been received from, the FDA, and any applicable foreign equivalent thereof, necessary for th...
Change of Control Put Option. (a) Upon a Change of Control Event occurring, each Bondholder shall have the right to request that all, or some only, of its Bonds be repurchased at a price per Bond equal to 101 per cent. of the Nominal Amount together with accrued but unpaid Interest, during a period of sixty (60) days following a notice from the Issuer of the Change of Control Event pursuant to paragraph (b) below (after which time period such right shall lapse). However, such period may not start earlier than upon the occurrence of the Change of Control Event.
(b) The notice from the Issuer pursuant to paragraph (a) above, shall specify the repurchase date and include instructions about the actions that a Bondholder needs to take if it wants Bonds held by it to be repurchased. If a Bondholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer shall repurchase the relevant Bonds and the repurchase amount shall fall due on the repurchase date specified in the notice given by the Issuer pursuant to this paragraph. The repurchase date must fall no later than twenty (20) Business Days after the end of the period referred to in paragraph (a) above.
(c) Any Bonds repurchased by the Issuer pursuant to this Clause 10.7 shall be promptly cancelled by the Issuer.
