Common use of Exercise of Put Clause in Contracts

Exercise of Put. At any 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 Option, at the price set forth in subparagraph (i) below, or all or any portion of the 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 tender or exchange offer or other Alternative Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") and (B) the average of the closing prices of shares of the Lynx Common Stock on the Toronto Stock Exchange ("TSE")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 Exercise Price, multiplied by the number of Lynx Shares purchasable pursuant to the Option (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, multiplied by the number of Lynx Shares so purchased. For purposes of this clause (ii), the Tender Price shall be the 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 consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Grizzly and reasonably acceptable to Lynx.

Exercise of Put. At any 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 GrizzlyCendant, Grizzly Cendant shall have the right to sell to Lynx the Company (or any successor entity thereof) and Lynx the Company (or such successor entity) shall be obligated to repurchase from Grizzly Cendant (the "Put"), all or any portion of the Option, at the price set forth in subparagraph clause (i) below, or all or any portion of the Lynx Company Shares purchased by Grizzly Cendant pursuant hereto, at a price set forth in subparagraph clause (ii) below: : (i) the product of multiplying (A) the difference between the "Market/Tender Offer Price" for shares of the Lynx Company Common Stock as of the date (the "Notice Date") the notice of exercise of the Put is given to Lynx the Company (defined as the higher of (Ax) the highest price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Alternative Company Takeover Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Offer Price") and (By) the average of the closing prices of shares of the Lynx Company Common Stock on the Toronto New York Stock Exchange ("TSE") or the Nasdaq Stock Market for the five trading days immediately preceding the Notice Date (the "Market Price")), and the Exercise Price, multiplied by (B) the number of Lynx Company Shares purchasable pursuant to the Option (or portion thereof with respect to which Grizzly Cendant 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, multiplied by the number of Lynx Shares so purchased. For purposes of this clause (ii), the Tender Price shall be the 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 consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Grizzly Cendant and reasonably acceptable to Lynxthe Company. (ii) the product of multiplying (A) the Exercise Price paid by Cendant for the Company Shares acquired pursuant to the Option plus, assuming the Market/Offer Price is greater than the Exercise Price, the difference between the Market/Offer Price and the Exercise Price, by (B) the number of Company Shares so purchased.

Exercise of Put. At any 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 GrizzlyCorel, Grizzly Corel shall have the right to sell to Lynx Inprise (or any successor entity thereof) and Lynx Inprise (or such successor entity) shall be obligated to repurchase from Grizzly Corel (the "Put"), all or any portion of the Option, at the price set forth in subparagraph clause (i) below, or all or any portion of the Lynx Inprise Shares purchased by Grizzly Corel pursuant hereto, at a price set forth in subparagraph clause (ii) below: : (i) the difference between the "Market/Tender Offer Price" for shares of the Lynx Inprise Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to Lynx Inprise (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Alternative Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") and (B) the average of the closing prices of shares of the Lynx Inprise 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 Exercise Price, multiplied by the number of Lynx Inprise Shares purchasable pursuant to the Option (or portion thereof with respect to which Grizzly Corel is exercising its rights under this Section 7); , (ii) the Exercise Price paid by Grizzly Corel for the Lynx Inprise Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Exercise Price, multiplied by the number of Lynx Inprise Shares so purchased. For purposes of this clause (ii), the Tender Price shall be the highest price per share offered pursuant to a tender or exchange offer or other Alternative Proposal made during the Repurchase PeriodPeriod and not withdrawn or terminated. In determining the Market-Tender Offer Price, the value of consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Grizzly Corel and reasonably acceptable to LynxInprise.

Exercise of Put. At any time during which (a) The Company's right to exercise the Option is exercisable pursuant Put commences on the actual effective date of the registration statement described Section 10.1(iv) hereof in relation to Section 2 or would be exercisable but for all the circumstances referred to in the parenthetical in Section 2(iiiSecurities and Put Securities ("Actual Effective Date") of this Agreement and expires fifteen (the 15) business days thereafter ("Repurchase Put Exercise Period"), upon demand . (b) The Put may be exercised by Grizzly, Grizzly shall have the right Company by the giving to sell the Subscriber of a written notice of exercise ("Put Notice") during the Put Exercise Period in relation to Lynx (or any successor entity thereof) and Lynx (or such successor entity) shall the subject Put Securities. The date a Put Notice is given is a Put Date. Each Put Notice must be obligated to repurchase from Grizzly (accompanied by the "Put"), all or any portion of the Option, at the price set forth in subparagraph (i) below, or all or any portion of the Lynx Shares purchased by Grizzly pursuant hereto, at a price set forth officer's certificate described in subparagraph (iiSection 11.1(b)(vi) 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 tender or exchange offer or other Alternative Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") and (B) the average of the 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 Exercise Price, multiplied by the number of Lynx Shares purchasable pursuant to the Option (or portion thereof with respect to which Grizzly is exercising its rights under this Section 7)above; (ii) the Exercise Price paid by Grizzly for the Lynx Shares acquired pursuant original legal opinion described in Section 7.1(e); (iii) a legal opinion relating to the Option plus the difference between the Market/Tender Offer Price and the Exercise Price, multiplied by the number of Lynx Shares so purchased. For purposes of this clause (ii), the Tender Price shall be the 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 consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Grizzly and Put Securities in form reasonably acceptable to LynxSubscriber; and (iv) proof of effectiveness of the registration statement in which the Securities and Put Securities are registered together with five copies of the prospectus relating to the Securities and Put Securities. (c) Unless otherwise agreed to by the Subscribers, Put Notices must be given to all Subscribers in proportion to the amounts agreed to be purchased by all Subscribers undertaking to purchase Put Shares in the initial $5,000,000 installment of the aggregate $10,000,000 offering to which this and other Subscription Agreements relate. The aggregate amount of all Put Notices may not exceed $5,000,000. In the event the Company does not exercise the Put during the Put Exercise Period for the entire Put amount, then the Subscriber may exercise the Put on behalf of the Company in relation only to such Subscriber, by giving notice to the Company of such exercise during the seven (7) business days following the Put Exercise Period. (d) After receipt by Subscriber of a Put Notice and the items set forth in Section 11.2(b) above the Subscriber must pay an amount equal to 40% of the Purchase Price set forth on the signature page hereto within thirty days after the Actual Effective Date, and an amount equal to 60% of the Purchase Price within ninety (90) days after the Actual Effective Date. Payment will be made against delivery to the Subscriber or an escrow agent to be agreed upon by the Company and Subscriber, of the Put Securities, and delivery to the Placement Agents of the Put Placement Warrants and Put Commissions set forth on Schedule B hereto.

Exercise of Put. At any time during which the Company 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 GrizzlyArrow, Grizzly Arrow shall have the right to sell to Lynx the Company (or any successor entity thereof) and Lynx the Company (or such successor entity) shall be obligated to repurchase from Grizzly Arrow (the "Put"), all or any portion of the Company Option, at the price set forth in subparagraph (i) below, or or, at any time prior to the second anniversary of the date hereof, all or any portion of the Lynx Company Shares purchased by Grizzly Arrow 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 Company Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to Lynx the Company (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Alternative Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") and (B) the average of the closing prices of shares of the Lynx Company Common Stock on the Toronto New York Stock Exchange ("TSENYSE") or the Nasdaq Stock Market for the five trading days immediately preceding the Notice Date Date, (the "Market Price")), and the Exercise Price, multiplied by the number of Lynx Company Shares purchasable pursuant to the Company Option (or portion thereof with respect to which Grizzly Arrow is exercising its rights under this Section 7); ; (ii) the Exercise Price paid by Grizzly Arrow for the Lynx Company Shares acquired pursuant to the Company Option plus the difference between the Market/Tender Offer Price and the Exercise Price, multiplied by the number of Lynx Company Shares so purchased. For purposes of this clause (ii), the Tender Price shall be the 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 consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Grizzly and reasonably acceptable to Lynx.

Exercise of Put. At any time during which the Company 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 GrizzlyArrow, Grizzly Arrow shall have the right to sell to Lynx the Company (or any successor entity thereof) and Lynx the Company (or such successor entity) shall be obligated to repurchase from Grizzly Arrow (the "Put"), all or any portion of the Company Option, at the price set forth in subparagraph (i) below, or or, at any time prior to the second anniversary of the date hereof, all or any portion of the Lynx Company Shares purchased by Grizzly Arrow 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 Company Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to Lynx the Company (defined as the higher of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Alternative Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") and (B) the average of the closing prices of shares of the Lynx Company Common Stock on the Toronto New York Stock Exchange ("TSENYSE") or the Nasdaq Stock Market for the five trading days immediately preceding the Notice Date Date, (the "Market Price")), and the Exercise Price, multiplied by the number of Lynx Company Shares purchasable pursuant to the Company Option (or portion thereof with respect to which Grizzly Arrow is exercising its rights under this Section 7); ; (ii) the Exercise Price paid by Grizzly Arrow for the Lynx Company Shares acquired pursuant to the Company Option plus the difference between the Market/Tender Offer Price and the Exercise Price, multiplied by the number of Lynx Company Shares so purchased. For purposes of this clause (ii), the Tender Price shall be the 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 consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Grizzly and reasonably acceptable to Lynx.