Gearon Put Clause Samples

Gearon Put. Gearon may, at any time after the soonest to occur of (i) December 31, 2004, (ii) an ATC Change of Control, (iii) a Holding Change of Control, (iv) his death or Disability, or (v) termination by Gearon of his employment for Good Reason, or (vi) termination by ATC of Gearon’s employment for any reason not involving a Forfeiture Event, require ATC to purchase at the Put/Call Price for the Holding Securities of all but not less than all of the Holding Securities then owned by him. Any such election (which may not, in any event, be made prior to the date that is six (6) months and one (1) day after the date of this Agreement) shall be made by written notice from Gearon to ATC (the “Put Notice”) of its election to that effect. Gearon shall send a copy of the Put Notice to each of the other Stockholders. In such event, each of the other Stockholders shall have the right, exercised by written notice to ATC delivered within twenty (20) days of the mailing of the Put Notice to him, to require ATC to purchase at the Put/Call Price for the Holding Securities to be sold by such Stockholder (an “Electing Put Stockholder”) all but not less than all of the Holding Securities then owned by each Electing Put Stockholder. For purposes of this Section 6(a), the Put/Call Price shall be determined as of the later of December 31, 2004 or the date of the Put Notice; provided, however, with respect to each Electing Put Stockholder who has not held the Holding Securities proposed to be sold by him for a period of at least six (6) months and one (1) day as of the date of the Put Notice, the Put/Call Price shall be determined as of the date such Holding Securities were held by him for a period of at least six (6) months and one (1) day. The closing pursuant to this Section shall occur at 10:00 a.m., local time, on the later of December 31, 2004 or the sixtieth (60th) day (or, if such day is not a Business Day, the next succeeding Business Day) following the date of receipt by ATC of the Put Notice, at the principal executive offices of ATC, or such other time, date and place as ATC and Gearon shall reasonably agree (notice of which shall be given by ATC to each Electing Put Stockholder); provided, however, notwithstanding the foregoing, if, on the proposed closing date, any Electing Stockholder has not held the Holding Securities proposed to be sold by him for a period of at least six (6) months and one (1) day, then the closing with respect to those Holding Securities shall occur a...