Common use of Exercise of Put Right Clause in Contracts

Exercise of Put Right. (a) As a condition precedent to the exercise of the Put Right on any given date, the Company and Executive must mutually agree that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Put Right Condition”). (b) If the Put Right Condition is satisfied, the Put Right will be exercisable by Executive by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Put Right Notice”) to the Company on or prior to the Put Right’s Expiration Date (as defined in Section 1.5 below). If the Put Right Condition is satisfied, the Put Right will be deemed to have been exercised immediately prior to 5:00 p.m. Pacific Time on the date of timely delivery of a Put Right Notice with respect to the Put Right. (c) Failure to satisfy the Put Right Condition or to deliver a Put Right Notice prior to 5:00 p.m. Pacific Time on a Put Right’s Expiration Date will constitute an irrevocable waiver of the Put Right with respect to any shares of Class A Common Stock that remain subject to Executive Equity Awards and any remaining Put Eligible Shares. (d) A Put Right cannot be exercised by Executive with respect to any Put Eligible Share more than once. Further, Executive will have no Put Right pursuant to this Agreement with respect to any share of Class A Common Stock that is acquired by Executive following the Effective Time other than as a result of the exercise the Executive Equity Awards.

Appears in 2 contracts

Samples: Equity Exchange Right Agreement (Blend Labs, Inc.), Equity Exchange Right Agreement (Applovin Corp)

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Exercise of Put Right. (a1) As a condition precedent to the exercise of the Put Right on any given date, the Company and Executive Founder must mutually agree on the value-for-value exchange ratio and that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Put Right Condition”). (b2) If the Put Right Condition is satisfied, the Put Right will be exercisable by Executive Founder by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Put Right Notice”) to the Company on or prior to the Put Right’s Expiration Date (as defined in Section 1.5 below). If the Put Right Condition is satisfied, the Put Right will be deemed to have been exercised immediately prior to 5:00 p.m. Pacific Mountain Time on the date of timely delivery of a Put Right Notice with respect to the Put Right. (c3) Failure to satisfy the Put Right Condition or to deliver a Put Right Notice prior to 5:00 p.m. Pacific Mountain Time on a Put Right’s Expiration Date will constitute an irrevocable waiver of the Put Right with respect to any shares of Class A Common Stock that remain subject to Executive the Founder Equity Awards Award and any remaining Put Eligible Shares. (d4) A Put Right cannot be exercised by Executive Founder with respect to any Put Eligible Share more than once. Further, Executive Founder will have no Put Right pursuant to this Agreement with respect to any share of Class A Common Stock that is acquired by Executive Founder following the Effective Time other than as a result of the exercise of the Executive Founder Equity AwardsAward.

Appears in 1 contract

Samples: Equity Exchange Right Agreement (Recursion Pharmaceuticals, Inc.)

Exercise of Put Right. (a) As a condition precedent to the exercise of the Put Right on any given date, the Company and Executive Founder must mutually agree on the value-for-value exchange ratio and that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Put Right Condition”). (b) If the Put Right Condition is satisfied, the Put Right will be exercisable by Executive Founder by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Put Right Notice”) to the Company on or prior to the Put Right’s Expiration Date (as defined in Section 1.5 below). If the Put Right Condition is satisfied, the Put Right will be deemed to have been exercised immediately prior to 5:00 p.m. Pacific Mountain Time on the date of timely delivery of a Put Right Notice with respect to the Put Right. (c) Failure to satisfy the Put Right Condition or to deliver a Put Right Notice prior to 5:00 p.m. Pacific Mountain Time on a Put Right’s Expiration Date will constitute an irrevocable waiver of the Put Right with respect to any shares of Class A Common Stock that remain subject to Executive the Founder Equity Awards Award and any remaining Put Eligible Shares. (d) A Put Right cannot be exercised by Executive Founder with respect to any Put Eligible Share more than once. Further, Executive Founder will have no Put Right pursuant to this Agreement with respect to any share of Class A Common Stock that is acquired by Executive Founder following the Effective Time other than as a result of the exercise of the Executive Founder Equity AwardsAward.

Appears in 1 contract

Samples: Equity Exchange Right Agreement (Recursion Pharmaceuticals, Inc.)

Exercise of Put Right. (a) As a condition precedent to the exercise of the Put Right on any given date, the Company and Executive Founder must mutually agree that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Put Right Condition”). (b) If the Put Right Condition is satisfied, the Put Right will be exercisable by Executive Founder by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Put Right Notice”) to the Company on or prior to the Put Right’s Expiration Date (as defined in Section 1.5 below). If the Put Right Condition is satisfied, the Put Right will be deemed to have been exercised immediately prior to 5:00 p.m. Pacific Time on the date of timely delivery of a Put Right Notice with respect to the Put Right. (c) Failure to satisfy the Put Right Condition or to deliver a Put Right Notice prior to 5:00 p.m. Pacific Time on a Put Right’s Expiration Date will constitute an irrevocable waiver of the Put Right with respect to any shares of Class A Common Stock that remain subject to Executive Founder Equity Awards and any remaining Put Eligible Shares. (d) A Put Right cannot be exercised by Executive Founder with respect to any Put Eligible Share more than once. Further, Executive Founder will have no Put Right pursuant to this Agreement with respect to any share of Class A Common Stock that is acquired by Executive Founder following the Effective Time other than as a result of the exercise the Executive exercise, vesting, and/or settlement of a Founder Equity AwardsAward.

Appears in 1 contract

Samples: Equity Exchange Right Agreement (DoorDash Inc)

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Exercise of Put Right. (a) As a condition precedent to the exercise of the Put Right on any given date, the Company and Executive Founder must mutually agree that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Put Right Condition”). (b) If the Put Right Condition is satisfied, the Put Right will be exercisable by Executive Founder in whole or in part, and from time to time, by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Put Right Notice”) to the Company on or prior to 5:00 p.m. Eastern Time on the Put Right’s applicable Expiration Date (as defined in Section 1.5 below). If the Put Right Condition is satisfied, the Put Right will be deemed to have been exercised immediately prior to 5:00 p.m. Pacific Eastern Time on the date of timely delivery of a Put Right Notice with respect to the Put Right. (c) Failure to satisfy the Put Right Condition or to deliver a Put Right Notice prior to 5:00 p.m. Pacific Eastern Time on a Put Right’s the applicable Expiration Date will constitute an irrevocable waiver of the Put Right with respect to any shares of Class A Common Stock that remain subject to Executive Founder Equity Awards and any remaining Put Eligible Shares. (d) A The Put Right cannot be exercised by Executive Founder with respect to any Put Eligible Share more than once. Further, Executive Founder will have no Put Right pursuant to this Agreement with respect to any share of Class A Common Stock that is acquired by Executive Founder following the Effective Time other than as a result of the exercise the Executive exercise, vesting, and/or settlement of a Founder Equity AwardsAward.

Appears in 1 contract

Samples: Equity Exchange Right Agreement (Ibotta, Inc.)

Exercise of Put Right. (a) As a condition precedent to the exercise of the Put Right on any given date, the Company and Executive Founder must mutually agree that no gain or loss will be required to be recognized for U.S. federal tax purposes on account of such exercise and related Exchange (the “Put Right Condition”). (b) If the Put Right Condition is satisfied, the Put Right will be exercisable by Executive Founder by submitting a completed and fully-executed notice in the form attached hereto as Exhibit B (the “Put Right Notice”) to the Company on or prior to the Put Right’s Expiration Date (as defined in Section 1.5 below). If the Put Right Condition is satisfied, the Put Right will be deemed to have been exercised immediately prior to 5:00 p.m. Pacific Eastern Time on the date of timely delivery of a Put Right Notice with respect to the Put Right. (c) Failure to satisfy the Put Right Condition or to deliver a Put Right Notice prior to 5:00 p.m. Pacific Eastern Time on a Put Right’s Expiration Date will constitute an irrevocable waiver of the Put Right with respect to any shares of Class A Common Stock that remain subject to Executive Equity Awards and any remaining the applicable Put Eligible Shares. (d) A Put Right cannot be exercised by Executive Founder with respect to any Put Eligible Share more than once. Further, Executive Founder will have no Put Right pursuant to this Agreement with respect to any share of Class A Common Stock that is acquired by Executive Founder following the Effective Time other than as a result of the exercise the Executive exercise, vesting, and/or settlement of a Founder Equity AwardsAward.

Appears in 1 contract

Samples: Equity Exchange Right Agreement (Compass, Inc.)

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