First Put Right Sample Clauses

First Put Right. (a) Within forty-five (45) days following the date that is [***] years after the date of this Agreement, the VeriSign Member shall have the right to elect (in the manner set forth in Section 9.1(b) below) to sell to the Fox Member (the “First Put Option Right”), and the Fox Member or News shall thereupon be required to purchase from the VeriSign Member, all, but not less than all, of the Units beneficially owned by the VeriSign Member as of the First Put Exercise Date at an aggregate purchase price (the “First Put Price”) for such Units together with all interests and shares beneficially owned by VeriSign Netherlands in the Netherlands Joint Venture and the Netherlands GP equal to $[***] multiplied by, in respect of such purchase price allocated to the Units pursuant to Section 9.6, a fraction the numerator of which is the VeriSign Member’s Percentage Interest as of the First Put Exercise Date and the denominator of which is the VeriSign Member’s Percentage Interest as of the date of this Agreement. *** Note: Confidential treatment has been requested with respect to the information contained within the [***] marking. Such portions have been omitted from this filing and have been filed separately with the Securities and Exchange Commission.
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First Put Right. If the UPREIT does not give notice of the First Call during the First Call Period, CLA will have a right to put 49.9% of the limited partnership interests in BCA to the UPREIT by giving the UPREIT not less than ten (10) days prior written notice to the UPREIT at any time in the thirty (30) day period following the expiration of the First Call Period, in which case the Second Closing will take place at the offices of Drinker Xxxxxx & Xxxxx, One Xxxxx Square, 00xx & Xxxxxx Xxxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, on the tenth (10th) day after the giving of such notice. At the Second Closing, the distributions, assignments, payments and exchanges will be as set forth in Section 3.1 above. The date of the Second Closing is referred to as the “Second Closing Date.”
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First Put Right. Commencing on October 1, 2002 and continuing until September 30, 2003 (the "First Put Exercise Period"), the SOFTBANK Entities, acting unanimously, shall have the right to require Holdings to purchase from the SOFTBANK Entities (the "First Put Right") all, but not less than all, of the SOFTBANK Common Stock in exchange for an aggregate consideration of 16,667 shares of authorized but unissued shares of the Series E Preferred. In the event of the exercise and closing of the transactions contemplated by the First Put Right, Holdings shall pay to each of the SOFTBANK Entities their pro rata share of the Series E Preferred based upon the total number of SOFTBANK Common Stock sold by such entity.
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First Put Right. Each Stockholder other than a member of the Fasteau Group and Progressive and their respective Affiliates and Family Affiliates, as the case may be, shall have the right, on April 1, 2018 or, if such date is not a Business Day, the next Business Day (the “First Put Closing Date”), to sell to Progressive up to fifty percent (50%) of the Shares then held by such Stockholder, including Shares issuable upon the exercise of any vested stock option held by such Stockholder (the “Non-Fasteau First Put Shares”) at the First Put Price. Each member of the Fasteau Group shall have the right, on the First Put Closing Date, to have Progressive purchase up to 100% of the Shares then held by them (the “Fasteau First Put Shares” and, together with the Non-Fasteau First Put Shares, the “First Put Shares”) at the First Put Price. A Stockholder wishing to exercise such right shall provide notice to Progressive (each a “First Put Notice”) of its intent to sell the Non-Fasteau First Put Shares or the Fasteau First Put Shares, as applicable, to Progressive at the First Put Price; such First Put Notice shall be delivered no earlier than ninety (90) days nor later than thirty (30) days prior to the First Put Closing Date and shall specify the number of First Put Shares to be sold by such Stockholder. At least twenty (20) days prior to the First Put Closing Date, Progressive shall calculate the First Put Price in the manner described in Exhibit B and provide notice thereof to each Stockholder who delivered a First Put Notice (each a “First Put Seller”) and to any of Xxxx, LLLP and Fasteau that are not First Put Sellers. The calculation of the First Put Price shall be subject to adjustment as set forth in Section 3.3(c)(v). On the First Put Closing Date, at the Company’s offices, Progressive shall pay to each First Put Seller in immediately available funds an amount equal to the First Put Price times the number of First Put Shares to be sold by such First Put Seller, and each First Put Seller shall deliver to Progressive stock certificates representing the First Put Shares to be sold by such First Put Seller, a stock power duly endorsed to Progressive (or signed in blank) by the First Put Seller, and such additional information and documentation, including representations as to title to and ownership of the First Put Shares to be sold by such First Put Seller, authority of the First Put Seller to sell such First Put Shares, and the absence of encumbrances and required governmental ...
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First Put Right. For a period of three (3) years beginning on January 1, 2021, Pubco hereby grants the Selling Shareholder the right (the “First Put Right”), but not the obligation, by delivery of a written notice to the Company (the “First Put Notice”), to cause Pubco to purchase up to that number of Priveco Shares set forth in the First Put Notice (the “First Put Shares”) in exchange for the allotment and issuance to the Selling Shareholder of that number of Pubco Securities equal to the number of First Put Shares multiplied by 10,000; provided, however, that (a) the First Put Right shall only be exercisable in full by the Selling Shareholder upon Xthetica Canada generating EBITDA of at least $600,000 during its financial year ended August 31, 2020, as reflected in the audited financial statements of Xthetica Canada, and (b) in no event shall the number of First Put Shares be greater than 100 Priveco Shares.
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First Put Right. In the event of a breach by Genius and/or the Company of any covenant under Sections 4.02 of the Share Purchase Agreement, the Investors shall have the right to request the Company to redeem (or request Genius to purchase) all or any part of the Purchased Shares that the Investors then hold (including the additional shares the Investors receive pursuant to the anti-dilution provisions as provided above) at a price per share equal to (i) 100% of the Series A Issue Price then in effect (as defined in the Restated Articles) (as adjusted for share splits, share dividends, recapitalizations or the like proportionately or adjusted pursuant to the anti-dilution mechanism as provided herein) plus (ii) all accrued but unpaid dividends (the “First Put Right”). For the avoidance of doubt, the Investors may exercise the First Put Right once and not more than once.
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First Put Right. On or within ten (10) business days of the eighteenth month anniversary of the date hereof (the “First Put Date Notice Period”), Sellers shall have the right to require CRI to purchase the Assets for the Purchase Price payable upon the closing of the Asset Purchase Agreement (the “First Put Right”). Sellers may deliver to CRI written notice of Sellers’ intention to exercise the First Put Right (the “First Put Notice”) during the First Put Date Notice Period. Within ten (10) business days of receipt of the First Put Notice, CRI shall have the option (a) to proceed with the acquisition of the Assets or (b) to reject Sellers’ First Put Right. CRI shall deliver a written notice to Sellers setting forth its election (the “First Reply Notice”).
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Related to First Put Right

  • Put Right At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in advance of the Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the Requested Redemption Date; provided that the sum of the percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to exceed 2% of the number of Units outstanding at the beginning of such 12-month period, the Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax. Table of Contents

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.

  • Call Right The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition Number of Seller’s Shares as to which there is a Call Right Condition 1 30% Condition 2 30% Condition 3 30% Condition 4 10% However, in case that the Company achieves not less than 2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 40% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Purchaser even if the Company achieves not less than2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller violates any provisions of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Right.

  • Company Call Right (a) (i) On or after a Member’s Separation Date or (ii) in connection with any Involuntary Transfer, Holdco or Pubco may, in Pubco’s sole discretion, elect to purchase any or all of the vested Attributable Securities (“Attributable Call Securities”) held by the Company that correspond to the Vested Common Units of such Member or, in the case of any Involuntary Transfer, that correspond to any such Units transferred to such Transferee (each such Member or Transferee, a “Call Members” and such Units, “Call Units”)) at any time by delivery of a written notice (a “Call Notice”) by the Manager to such Call Member(s) on or prior to the date that is sixty (60) calendar days following such Separation Date. The Call Notice shall set forth the Call Price and the proposed closing date of Holdco’s or Pubco’s, as applicable, purchase of such Attributable Call Securities; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. In the event that Holdco or Pubco do not elect to purchase any or all of Attributable Call Securities held by the Company that correspond to such Call Units, the Company may nevertheless in its sole discretion elect to purchase from such Call Member any or all of such Call Units that correspond to such Attributable Call Securities in the same manner as if Holdco and Pubco had elected to purchase such Attributable Call Securities. At the closing of any such sale, (x) each Call Member shall deliver to the Company for cancellation its Call Units that correspond to such Attributable Call Securities, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company and accompanied by all requisite transfer taxes, if any in exchange for a purchase price equal to the fair market value of such Call Units (as determined by the Manager in its sole discretion) (the “Call Price”), which may be paid the form of a Company Note pursuant to Section 9.05(c), (y) such Call Units shall be free and clear of any Liens and (z) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of such Call Units, including any distributions of the Company thereupon (other than the payment of (A) the Call Price at such closing and (B) amounts (if any) actually paid to the Company under the Tax Receivable Agreement in respect of such Attributable Call Securities), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company. Any post-termination payments in respect of such Call Units (including under the Company Note and any Minimum Annual Payments (as defined below) shall be conditioned on the Member executing and delivering (and not revoking) a waiver and release of claims satisfactory to Holdco and Pubco within 60 days following the Separation Date; provided that if such 60 day period spans two taxable years of the Member, then the first post-termination payment shall commence in the second taxable year (but in all events after the release has become effective). Notwithstanding the definition of “Call Price”, in the event of a breach by the Member of Section 9.04, (1) the “Call Price” shall be no or nominal consideration as determined in the Manager’s sole discretion, and 2B) to the extent a Company Note has been issued to such Call Member, or consideration payable pursuant to this Section 9.05 is otherwise payable in installments (including any Minimum Annual Payment), all remaining amounts payable to such Call Member shall be deemed forfeited.

  • Put Rights The Warrantholder shall have the following Put Rights:

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

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