Common use of Exercise of Put Clause in Contracts

Exercise of Put. Within 10 Business Days after any Responsible Officer of the Company has knowledge of the occurrence of any Designated Event, the Company shall give the holder of each Note written notice thereof describing such Designated Event, and the facts and circumstances surrounding the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering to the Company, at the address provided by the Company pursuant to Section 18 (if so provided), an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from the Company to exercise its Right to Put by delivering to the Company a Notice of Sale. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of the Notes of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 days after the date of the Company's sending of notice of the occurrence of the Designated Event giving rise thereto, and shall advise the holder of each Note of such date and the aggregate principal amount of Notes to be purchased by the Company. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless of any act or omission to act with respect to any previous Designated Event.

Exercise of Put. Within 10 Business Days A Put Notice may be given at any time after any Responsible Officer the date which is (i) 60 days prior to the fifth anniversary of this Warrant Agreement, or (ii) on or after the date on which the Board of Directors of the Company has knowledge of approves, or the occurrence of Company enters into, any Designated agreement to undertake a Put Event, or takes material steps toward the Company shall give the holder consummation of each Note written notice thereof describing such Designated a Put Event, and the facts and circumstances surrounding the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering to the Company, at the address provided by the Company pursuant to Section 18 (if so provided), an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give not in any event be obligated to close a Put Option transaction until the holder date which is the earlier of each Note prompt written notice (A) 60 days after a Put Notice is given, and (B) the date on which a Put Event closes (the "Put Due Date"). A "Put Event" shall mean any one or more of (I) an initial public offering of Capital Stock of the Company, if such offering is not a "Qualified IPO" as defined in the Stockholders Agreement, (II) a sale of 25% or more of the aggregate assets of the Company and its Subsidiaries, or a merger, consolidation or other transaction which effectively accomplishes such a sale, unless such sale, merger, consolidation or other transaction is an arm's length, good faith transaction undertaken with an unaffiliated third party, or (III) any transaction or event which shall constitute a Change of Control, other than a transaction described in Section 9(b)(ii)(x) hereof or a Qualified IPO. The closing of a Put Option transaction is sometimes referred to herein as the "Put Closing," and the date of such Notice of Saleclosing is sometimes referred to herein as the "Put Closing Date". At a Put Closing, whereupon the holder of each Note selling Holders shall have until deliver the later of (x) Warrants and Warrant Shares to be repurchased by the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from Company, and the Company to exercise its Right to Put by delivering to the Company a Notice of Sale. If the holder of a Note shall deliver a Notice of Sale pursuant certified check to any provision of each selling Holder in an amount equal to the preceding sentence, Put Price for the Company shall purchase the Notes then held Warrants and Warrant Shares being sold by such holder on the date specified in selling Holder or shall transfer such notice (which shall be not less than 20 days after delivery amount by wire of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds to any account specified in writing by wire transfer a selling Holder to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of the Notes of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions of this Section 8.6(b), the Company shall purchase the Notes held by all such holders on the same day, which shall be the latest day specified in all such Notices of Sale but in no event more than 90 days after the date of the Company's sending of notice of the occurrence of the Designated Event giving rise thereto, and shall advise the holder of each Note of such date and the aggregate principal amount of Notes to be purchased by the Company. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless of any act or omission to act with respect to any previous Designated Event.

Exercise of Put. Within 10 Business Days after At any Responsible Officer time during which the Option is exercisable pursuant to Section 2 or would be exercisable but for the circumstances referred to in the parenthetical in Section 2(iii) of this Agreement (the "Repurchase Period"), upon demand by Grizzly, Grizzly shall have the right to sell to Lynx (or any successor entity thereof) and Lynx (or such successor entity) shall be obligated to repurchase from Grizzly (the "Put"), all or any portion of the Company has knowledge Option, at the price set forth in subparagraph (i) below, or all or any portion of the occurrence Lynx Shares purchased by Grizzly pursuant hereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of the Lynx Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to Lynx (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any Designated Event, tender or exchange offer or other Alternative Proposal which was made prior to the Company shall give Notice Date and not terminated or withdrawn as of the holder Notice Date (the "Tender Price") and (B) the average of each Note written notice thereof describing such Designated Eventthe closing prices of shares of the Lynx Common Stock on the Toronto Stock Exchange ("TSE") or the Nasdaq Stock Market for the five trading days immediately preceding the Notice Date (the "Market Price")), and the facts and circumstances surrounding Exercise Price, multiplied by the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering number of Lynx Shares purchasable pursuant to the CompanyOption (or portion thereof with respect to which Grizzly is exercising its rights under this Section 7); (ii) the Exercise Price paid by Grizzly for the Lynx Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Exercise Price, at the address provided multiplied by the Company pursuant to Section 18 (if number of Lynx Shares so provided), an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from the Company to exercise its Right to Put by delivering to the Company a Notice of Salepurchased. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of the Notes of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions For purposes of this Section 8.6(bclause (ii), the Company shall purchase the Notes held by all such holders on the same day, which Tender Price shall be the latest day specified in all such Notices highest price per share offered pursuant to a tender or exchange offer or other Alternative Proposal during the Repurchase Period. In determining the Market-Tender Offer Price, the value of Sale but in no event more consideration other than 90 days after the date of the Company's sending of notice of the occurrence of the Designated Event giving rise thereto, cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Grizzly and shall advise the holder of each Note of such date and the aggregate principal amount of Notes reasonably acceptable to be purchased by the CompanyLynx. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless of any act or omission to act with respect to any previous Designated Event.(a)

Exercise of Put. Within 10 Business Days after At any Responsible Officer time during which the Option is exercisable pursuant to Section 2 or would be exercisable but for the circumstances referred to in the parenthetical in Section 2(iii) of this Agreement or if the condition set forth in Section 3 (v) of this Agreement shall not have been satisfied (the "Repurchase Period"), upon demand by Merger Sub, Merger Sub shall have the right to sell to Grizzly (or any successor entity thereof) and Grizzly (or such successor entity) shall be obligated to repurchase from Merger Sub (the "Put"), all or any portion of the Company has knowledge Option, at the price set forth in subparagraph (i) below, or all or any portion of the occurrence Grizzly Shares purchased by Merger Sub pursuant hereto, at a price set forth in subparagraph (ii) below: (i) the difference between the "Market/Tender Offer Price" for shares of the Grizzly Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to Grizzly (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any Designated Event, tender or exchange offer or other Alternative Proposal which was made prior to the Company shall give Notice Date and not terminated or withdrawn as of the holder Notice Date (the "Tender Price") and (B) the average of each Note written notice thereof describing such Designated Eventthe closing prices of shares of the Grizzly Common Stock on the New York Stock Exchange ("NYSE") or the Nasdaq Stock Market for the five trading days immediately preceding the Notice Date (the "Market Price")), and the facts and circumstances surrounding Exercise Price, multiplied by the occurrence thereof, in reasonable detail. At any time prior to 60 days after any holder shall receive such notice, such holder may exercise its Right to Put by delivering number of Grizzly Shares purchasable pursuant to the CompanyOption (or portion thereof with respect to which Merger Sub is exercising its rights under this Section 7); (ii) the Exercise Price paid by Merger Sub for the Grizzly Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Exercise Price, at the address provided multiplied by the Company pursuant to Section 18 (if number of Grizzly Shares so provided), an irrevocable notice of sale substantially in the form of Exhibit 8.6(b) hereto (a "NOTICE OF SALE"); provided, that the Company shall give the holder of each Note prompt written notice of such Notice of Sale, whereupon the holder of each Note shall have until the later of (x) the expiration of such sixty-day period or (y) 10 days after its receipt of such notice from the Company to exercise its Right to Put by delivering to the Company a Notice of Salepurchased. If the holder of a Note shall deliver a Notice of Sale pursuant to any provision of the preceding sentence, the Company shall purchase the Notes then held by such holder on the date specified in such notice (which shall be not less than 20 days after delivery of such Notice of Sale), and such holder shall sell such Notes to the Company without recourse, representation or warranty (other than as to such holder's full right, title and interest to such Notes free of any adverse claim thereto), at a price, payable in immediately available funds by wire transfer to the account specified pursuant to Schedule A hereto or to such other account as may be specified in such notice, equal to the aggregate outstanding principal amount of the Notes of such holder and the accrued and unpaid interest thereon; provided, that if more than one holder shall give a Notice of Sale in compliance with the foregoing provisions For purposes of this Section 8.6(bclause (ii), the Company shall purchase the Notes held by all such holders on the same day, which Tender Price shall be the latest day specified in all such Notices highest price per share offered pursuant to a tender or exchange offer or other Alternative Proposal during the Repurchase Period. In determining the Market-Tender Offer Price, the value of Sale but in no event more consideration other than 90 days after the date of the Company's sending of notice of the occurrence of the Designated Event giving rise thereto, cash shall be determined by a nationally recognized investment banking firm selected by Lynx and shall advise the holder of each Note of such date and the aggregate principal amount of Notes reasonably acceptable to be purchased by the CompanyGrizzly. Each holder shall have the respective rights specified in this Section 8.6 with respect to each Designated Event that shall occur, regardless of any act or omission to act with respect to any previous Designated Event.C-3