Exercise of the Put Option. If at any time prior to the Expiration Date, a Grantee wishes to exercise its Put Option, such Grantee shall deliver a Put Exercise Notice to the Company. Such Put Exercise Notice shall be effective if and only if it is received by the Company on or prior to the Expiration Date. Within ten (10) days of delivery of the Put Exercise Notice, the Company shall notify the Grantees in writing (the "Company Notice") of how the Company intends to pay the Put Payment Price. The Company shall pay to each such Grantee the full amount of the Put Payment Price for each of the Shares that the Grantee has elected to have purchased by the Company as soon as possible after the delivery of the Put Exercise Notice; provided that, subject to section 4(c), such payment must be made not later than one hundred (100) days after delivery of the Put Exercise Notice (the "Payment Period"). If the Company indicates in the Company Notice that it will pay the Put Payment Price with cash that the Company has on hand, then the Company must indicate how those funds were raised and when it will pay the Put Payment Price. If the Company indicates in the Company Notice that intends to raise the assets to pay the Put Payment Price by selling the Pegasus Securities (as defined below) or the assets of Pegasus, then the Company must (i) commence marketing Pegasus (as defined below) as soon as possible, (ii) use commercially reasonable efforts to sell the Pegasus Securities or the assets of Pegasus in a reasonable and orderly manner and (iii) provide periodic updates to, and respond to inquiries from, the Grantees regarding the progress of such sale. If the Company does not pay the full amount of the Put Payment Price for all of the Shares to be purchased by the Company during the Payment Period, then the Company shall effect such purchase of the Shares by transferring to the Grantees all of the Company's right, title and interest in and to all the shares (the "Pegasus Securities") of common stock and preferred stock of Pegasus Technologies, Inc., a South Dakota corporation ("Pegasus"), that the Company owns, with the Company's endorsement when necessary or appropriate or with stock powers duly executed in blank with the Company's signature; provided that the Company is required to effect the purchase described in this section 4(c) only if the Grantees holding at least two-thirds of the Shares then outstanding exercise the Put Option, in which case all Shares then outstanding shall become subject...
Exercise of the Put Option. If the Holder wishes to exercise its Put Option rights, it shall submit to the Company, in writing, a notice indicating the number of Put Shares it wishes the Company to repurchase (an “Exercise Notice”). The Exercise Notice may be submitted to the Company at any time beginning 30 days prior to the Put Commencement Date and ending on the Put Termination Date. Upon receipt of the Exercise Notice, the Company will have thirty (30) days from its receipt of the Exercise Notice to pay the Exercise Price to Holder. The Put Option will be deemed exercised on the date upon which the Company receives the Exercise Notice and the Company shall, subject to the provisions of paragraph 3, purchase at the Exercise Price the Put Shares subject to such Exercise Notice within thirty (30) days from its receipt of the Exercise Notice. The Exercise Price shall be paid by the Company to the Holder by wire transfer of funds to such account as is designated by Holder.
Exercise of the Put Option. To exercise its Put Right, any holder -------------------------- of shares of Convertible Preferred Stock shall deliver to the Company a written notice (the "Put Notice") which shall (i) refer specifically to this paragraph ---------- 5D, (ii) state the number of shares of Convertible Preferred Stock held by such holder that the Company is required to redeem, (iii) contain such holder's request that the Company determine the Fair Market Value at the time of the Put Notice of the Common Stock into which the shares of Convertible Preferred Stock are convertible, (iv) indicate that a closing (the "Put Option Closing") for ------------------ such redemption shall take place on a date specified in the notice, which date shall be a date occurring not earlier than 45 days nor more than 60 days after the date on which the notice is delivered, (v) indicate where the Put Option Closing shall take place and (vi) be delivered by certified mail return receipt requested. The Company covenants that it will promptly (and in any event no later than 25 days after receipt of the Put Notice) determine, and notify in writing the holders of shares of Convertible Preferred Stock who have delivered a Put Notice of the Fair Market Value at the time of the Put Notice of the Common Stock in accordance with paragraph 5E below; provided, however, that in -------- ------- the event that any holder of shares of Convertible Preferred Stock exercises its right to refer the question of valuation to an investment banking firm, the Put Option Closing shall take place on the later of (1) the date specified in the Put Notice and (2) 5 Business Days after the determination of the Fair Market Value has been completed in accordance with paragraph 5E below. At the Put Option Closing, the Company shall pay the first installment of the redemption price for the securities being purchased determined as described in paragraph 5E below against delivery of the securities being redeemed.
Exercise of the Put Option. (a) The Put Option may be exercised by delivery to the Optionee of the Notice of Put at any time during the Option Period upon which the Optionee shall be obligated to purchase from the Optionor all (but not part only) of the Option Shares in accordance with Sections 2.4 and 2.7 herein.
(b) The Notice of Put, once delivered, shall be irrevocable and may not be withdrawn except with the written consent of the Optionee.
(c) The Put Option shall be deemed to have been duly exercised by the Optionor if the Notice of Put is received by the Optionee at any time during the Option Period, notwithstanding that the sale of the Option Shares is effectuated after the Option Period in accordance with Section 2.7.
Exercise of the Put Option. To exercise the Put Option, NVC shall deliver to Brooke, during the Put Option Period, a notice (the "Exercise Notice") of its intention to exercise the Put Option.
Exercise of the Put Option. 8 Section 3.1. Exercise of the Put Option by Voya 8 Section 3.2. Automatic Exercise of the Put Option. 8 Section 3.3. Settlement and Delivery 9
Exercise of the Put Option. The Company may exercise the Put Option at any time after execution of this Agreement and prior to the close of business on March 7, 2005 (the "Option Expiration Date"). If the Company wishes to exercise the Put Option, it shall provide written notice (the "Notice of Exercise") to the Standby Purchaser, which Notice of Exercise shall set forth the aggregate purchase price with respect to which the Company is exercising the Put Option. If the Company does not exercise the Put Option on or prior to the Option Expiration Date, the Standby Purchasers shall have no obligation to purchase any Shares under this Agreement.
Exercise of the Put Option. Provided that the exercise of the Put Option would not (i) obligate any or all the Grantors to make a mandatory offer (as defined in the Code on Takeovers and Mergers); or (ii) results in the Company being unable to satisfy the public float requirements under the Listing Rules, each Investor may exercise its Put Option during the Put Period following the occurrence of any of the following triggering events:
Exercise of the Put Option. The Minority Shareholder shall exercise its Put Option by giving the Put Option Notice to MCC at any time during the Put Option Period with at least 60 days notice in advance of the desired Settlement Date.
Exercise of the Put Option. (a) On the terms and subject to the conditions described in this Agreement, Northwest hereby grants to the Plans an irrevocable option (the “Put Option”) to require Northwest to purchase at any time and from time to time any or all of the Plan Shares. In order to exercise the Put Option, the Plans must deliver to Northwest written notice specifying the particular Plan Shares as to which the Put Option is being exercised, specifying the date on which such shares were contributed to the Plans, the Floor Price of such shares and the Market Value of such shares. The date on which Fiduciary Counselors provides Northwest with notice of its election to exercise the Put Option is the “Put Exercise Date.” Any exercise of the Put Option will be deemed to be a contemporaneous exchange for equivalent new value. The Put Option is personal to the Plans and may not be assigned to any other Person.
(b) Subject to Section 8.3, no later than the applicable Put Closing Date, Northwest will, against delivery to Northwest of the certificates for the Plan Shares as to which the Put Option is being duly exercised accompanied by duly executed stock powers, pay to the Plans in immediately available funds the applicable Put Price for each such share. The “Put Price” is the greater of the Floor Price applicable to such share and the Market Value of Pinnacle Corp. Stock with respect to which the Put Option has been exercised.
