Company Put Option. Subject to the terms and conditions in Section 4.2 and elsewhere in this Agreement, after the Redemption Date of the Optional Conversion of the Debentures (as defined in Article VI of the Debentures), the Company shall have the one time right (the "Company Put Option") at any time subsequent to the First Closing to deliver a written notice to the Purchasers (a "Company Put Option Notice") requiring the Purchasers to exercise in full the Purchasers Call Option, provided that for at least twenty (20) out of thirty (30) consecutive Trading Days (as defined in the Debentures) prior to the exercise of the Company Put Option the Per Share Market Value (as defined in the Debentures) was more than $9 dollars (such price, as may be adjusted, the "Put Trigger Price," and the occurrence of twenty (20) Trading Days at such price, a "Put Trigger"). The Company must exercise its Company Put Option by delivering the Company Put Option Notice to each Holder within ten (10) Business Days of the occurrence of a Put Trigger (such deadline, the "Put Notice Date"). If the Company does not deliver the Company Put Option Notice by the Put Notice Date, then the Company shall not have the right to effect a Company Put Option until a Put Trigger occurs again after such Put Notice Date. An example of how the Company Put Option operates is as follows: Thirty
Company Put Option. Subject to the terms and conditions hereunder, in ------------------ the event that the Company has achieved the projections set forth in the operating budget as delivered to the Purchasers no later than thirty (30) days following the closing of the Xxxxxxx Xxxxx Business School acquisition and agreed to by the Purchasers for its acquisitions and base business for the Company's fiscal year 1999, the Company shall have the right to sell (the "Company Put Option") to the Purchasers, and the Purchasers agree to purchase, ------------------ severally and not jointly, the number of shares of Common Stock equal to the aggregate purchase price of TWO MILLION DOLLARS ($2,000,000) (the "Option ------ Purchase Price") divided by the Option Share Price (the "Option Shares") -------------- ------------- multiplied by the applicable Company Put Option Percentage for such Purchaser set forth on Exhibit A. The "Option Share Price" shall be the greater of (i) $1 --------- ------------------ per share or (ii) an amount equal to the average closing price as reported on Nasdaq per share for the preceding thirty days discounted by twenty percent (20%).
Company Put Option. Subject to the terms and conditions in Section 4.3 and elsewhere in this Agreement, after exercise by the Company of the Optional Redemption of the shares of Preferred Stock (as defined in Section 8.1 of the Certificate of Designation) and the Optional Redemption of the Warrants (as defined in Section 7 of the Warrants) or the conversion of all the shares of Preferred Stock and the exercise of all the Warrants issued at both of the First Closing and the Second Closing, the Company shall have the one time right (the "Company Put Option") at any time within the two-year period commencing on the First Closing to deliver a written notice to the Purchasers (a "Company Put Option Notice") requiring the Purchasers to exercise the Purchasers Call Option. If the Company determines to exercise the Company Put Option, it shall notify the Purchasers 10 business days prior to the exercise of such right and of the amount of Preferred Stock the Company intends to issue at the Third Closing. If the Company does not issue 8,000 shares of Preferred Stock, the aggregate number of shares of Common Stock issuable upon the exercise of the Warrants shall be reduced proportionately The Third Closing under this Company Put Option Notice shall take place on such date indicated in
Company Put Option. Each of Xx. Xx and Xxxxx Xx has the right to require Xx. Xxxxx to purchase the Company Option Shares from Xx. Xx and Madam Fu for a total consideration of HK$10,160,161.83, equivalent to HK$0.026 per Company Option Share. In the event that the Company Put Option is exercised, Xx. Xx and Xxxxx Xx both agree and undertake to procure CLL to distribute all the Shares beneficially held by it to its shareholders proportionally.
Company Put Option. 31 5.06 Standstill Agreement........................................ 33 5.07 Purchaser's Right of First Negotiation...................... 33 5.08 Legend...................................................... 34 5.09 Board Observer; Board Representation........................ 35 5.10 Regulatory Approvals........................................ 36 5.11
Company Put Option. (a) The Company may, at its ------------------ option, require the Purchaser to purchase (the "Company Option") in accordance -------------- with the terms of this Section 5.05, Equity Securities in conjunction with either (i) the Initial Public Offering if the aggregate proceeds to the Company therefrom, net of underwriting discounts, commissions and other expenses, are not less than $17.5 million in cash (including the purchase price payable by the Purchaser pursuant to this Section 5.05) (a "Qualifying IPO") or (ii) any -------------- Private Placement of Equity Securities in which the proceeds to the Company, net of expenses, are not less than $10 million in cash (including the purchase price payable by the Purchaser pursuant to this Section 5.05) (a "Qualifying Private ------------------ Placement"). ---------
(b) In the event that the Company wishes to exercise the Company Option, it shall deliver written notice of such exercise (the "Put Notice") to ---------- the Purchaser not less than 30 days prior to (i) the closing date of a Qualifying Private Placement or (ii) the date of the filing with the Securities and Exchange Commission of a registration statement for the Qualifying IPO. Upon delivery of the Put Notice, the Purchaser shall be obligated to purchase from the Company, upon the same terms and subject to the same conditions as the underwriters in the case of a Qualifying IPO, and the other purchasers of Equity Securities in the case of a Qualifying Private Placement, the number of Equity Securities equal to not more than 25 percent of (x) the Equity Securities purchased by the underwriters (excluding Equity Securities purchased by such underwriters pursuant to any over-allotment option) in the case of a Qualifying IPO or (y) the Equity Securities purchased by other purchasers in the case of a Qualifying Private Placement.
(c) Notwithstanding any other provision of this Section 5.05 to the contrary, (i) the Purchaser shall not be required to purchase Equity Securities having an aggregate purchase price of more than $5 million pursuant to the Company Option; (ii) the Purchaser shall not be required to purchase pursuant to the Company Option any Equity Securities being offered in conjunction with any securities other than Equity Securities; (iii) the Purchaser shall not be required to purchase Equity Securities if such purchase is prohibited by law, if any regulatory approval required to effect any purchase of Equity Securities upon exercise of ...
Company Put Option. 2 1.4 Closing........................................................ 3 1.5
Company Put Option. Upon written notice to each Investor, the ------------------ Company shall have the right to sell to each Investor, and each Investor agrees severally, but not jointly, to purchase from the Company up to the number of shares of Series E Preferred Stock set forth opposite such Investor's name on Schedule A hereto, at a price of $8.35 per share. Such put option may be exercised from time to time, provided, that:
(a) such put option in the aggregate may not be exercised for an amount of shares less than ten percent (10%) of the total number of shares of Series E Preferred Stock set forth on Schedule A hereto; (b) the total number of shares of Series E Preferred Stock purchased by such Investor pursuant to this Section 1.3, when combined with shares previously purchased by such Investor pursuant to Section 1.2, shall not exceed the number of shares of Series E Preferred Stock set forth opposite such Investor's name on Schedule A hereto;
(c) such put option shall be exercised with respect to each Investor;
(d) in the event that such put option is exercised for less than the total number of shares of Series E Preferred Stock set forth on Schedule A hereto, such put option shall be exercised with respect to each Investor on a pro-rata basis;
(e) the Board of Directors has approved exercise of such put option and has restricted the use of proceeds from the sale of Series E Preferred Stock pursuant to this Section 1.3 for identified and defined business acquisitions by the Company that have been approved by the Board of Directors and are scheduled to close by December 31, 1996;
(f) through the end of the fiscal month immediately preceding the delivery of notice, the Company is profitable year-to-date in the then-current fiscal year, as measured by net income before provision for taxes, provided -------- further, that (i) in the event such put option is exercised during the first ------- fiscal quarter of a year, then such profitability shall be measured as of the end of the preceding fiscal year, and (ii) such profitability is determined in accordance with generally accepted accounting principles applied on a consistent basis throughout the applicable year-to-date period and the fiscal year preceding such year-to-date period;
(g) any shares previously purchased by an Investor pursuant to Section 1.2 shall be first credited against such Investor's obligation to purchase shares pursuant to this Section 1.3;
(h) the written notice by the Company shall contain a statem...
Company Put Option. Subject to the terms and conditions hereunder, in the event that the Company has achieved at least ninety percent (90%) of the cumulative EBITDA set forth on Schedule 10.1 attached hereto for the period July 1, 1999 through the end of the most recent calendar quarter ending immediately prior to delivery of the Option Notice (as defined below), the Company shall have the right to sell (the "Company Put Option") to the Purchasers, and the Purchasers agree to purchase, severally and not jointly, in the amounts set forth opposite each Purchaser's name on Exhibit H, Convertible Notes (the "Option Notes") in the aggregate principal amount of Three Million Dollars ($3,000,000). The purchase price to be paid by each Purchaser shall be equal to the aggregate principal amount of the Option Notes acquired by such Purchaser. As additional consideration for purchasing the Convertible Notes pursuant to the Company Put Option, the Company agrees to issue to each Purchaser a Warrant as set forth on Exhibit H (the "Option Warrants"), which in the aggregate entitle the Purchasers to acquire Twenty-Five Thousand (25,000) shares of the Company's Common Stock.
Company Put Option
