Grant of Put Option. Purchaser hereby grants to the Company the Option (the "Option") exercisable on or before October 5, 1995 (the 43rd day following the Effective Date) to put to the Purchaser the exercise of Purchaser's Basic Subscription Privileges and Oversubscription Privileges as hereinafter provided. Upon the exercise by the Company of the Option, the Purchaser shall, in accordance with the covenants, representations and warranties herein contained, on or prior to 5:00 p.m. New York time on October 5, 1995, exercise the Basic Subscription Privilege and the Oversubscription Privilege under Equity Rights held by the Purchaser to subscribe for, in the aggregate, not fewer than 2,515,398 shares (the "Committed Shares") of Common Stock of the Company by executing and delivering to American Stock Transfer and Trust Company as agent (the "Subscription Agent") properly completed Subscription Forms, with any required signatures guaranteed, together with payment in full of the Subscription Price for each of the Committed Shares in accordance with the terms of the Equity Rights and the Plan. The Option may be exercised by the Company by sending notice in writing to Purchaser by facsimile transmission to the Purchaser's address, as initially stated in Section 9, on or before 3:00 p.m. New York time on October 5, 1995. In no event shall Purchaser be required to subscribe for more than 2,515,398 shares of Common Stock in the aggregate pursuant to its own exercise of the Equity Rights and the exercise by the Company of the Option.
Grant of Put Option. On one occasion during the Exercise Period, each of the Put Holders shall have the right (but not the obligation) to sell to Revision, and Revision shall be obligated to purchase from each such Put Holder, up to an aggregate of 1,103,817 shares of Common Stock (the "Securities") at a purchase price of $16 per share.
Grant of Put Option. Subject to the terms and conditions set forth herein, the Company irrevocably grants and issues to each Grantee a Put Option to require the Company to purchase the Shares at a purchase price (the "Put Payment Price") per Share of (i) $2.50 or, if the Company has effected one or more Subsequent Dilutive Offerings prior to the exercise of the Put Option, at the lowest Purchase Price Per Common Share Equivalent (as defined in the Third Amended and Restated Investors Rights Agreement) prior to the exercise of the Put Option, as equitably adjusted from time to time for combinations of shares, stock splits, stock dividends, recapitalizations and the like (the "Share Purchase Price"), plus (ii) interest on the Share Purchase Price at the rate of nine percent (9%) simple interest per annum from the date on which such Shares subject to the exercise of the Put Option were originally acquired from the Company (except that, for purposes of this section 2, the Shares issued to the Grantees in connection with a Subsequent Dilutive Offering shall be deemed to have been issued on the date on which the Shares underlying such additional issuance were originally purchased from the Company) to the date on which the Put Payment Price is paid in full.
Grant of Put Option. SRSC hereby grants to the holder of the AGM Interest and its successors and assigns, an option (the "Put Option") giving the holder of the AGM Interest and its successors and assigns the right to sell to SRSC, and its successors or assigns (and requiring SRSC and its successors and assigns to purchase), all or any portion of the AGM Interest, in exchange for the Put Option Consideration. Subject to Section 6.8, the Put Option is exercisable, from time to time and in amounts as set forth below, at any time and from time to time on or after the fifth anniversary of the Effective Date, and concurrently with the time that Valhi makes any principal payment on the Valhi Loans, unless the Company has previously redeemed in full all of the AGM Interest pursuant to Article XVII. The holder of the AGM Interest may exercise the Put Option by giving written notice to SRSC of its intent to do so (the "Put Notice"). The Put Notice shall include a statement of the holder of the AGM Interest's determination of the Put Option Consideration and that proportion of the AGM Interest that shall be sold. The portion of the AGM Interest sold pursuant to any Put Notice (such portion to be determined as if all of the AGM Interest originally issued to AGM were then outstanding) shall not exceed the proportion that the principal payment giving rise to such Put Notice bears to the original principal balance of the Valhi Loans.
Grant of Put Option. The Company hereby irrevocably grants to each Preference Shareholder an option (“Put Option”) to require the Company to purchase from such Preference Shareholder, free from Encumbrances and with all rights attaching thereto on the Put Option Completion, any or all of the Option Shares held by such Preference Shareholder, upon the terms and subject to the conditions in this Clause 11 and this Agreement.
Grant of Put Option. (a) For and in consideration of FBC's execution of this Option Agreement, the sufficiency of which is hereby acknowledged by PCC, PCC hereby grants to FBC an exclusive and irrevocable option to require PCC to acquire the Assets, including the FCC Licenses (the "Put Option"), for a purchase price of Eighteen Million Dollars ($18,000,000), subject to adjustment as provided in, and payable upon the closing of, the Asset Purchase Agreement (as defined in Section 3 below). FBC may assign its rights and interests in the Put Option so long as any such assignment complies with the requirements of Section 20 hereof.
(b) FBC may deliver to PCC written notice of FBC's intention to exercise the Put Option (the "Put Notice") at any time following a PCC default of the Time Brokerage Agreement or at any time during the period commencing on November 15, 1999 (the "Put Commencement Date") and ending on November 15, 2001 (the "Put Termination Date"). The Put Option shall have no force or effect, and PCC shall have no obligation with respect thereto, prior to the Put Commencement Date or after the Put Termination Date. Notwithstanding the requirement in the preceding sentences, if FBC has not exercised the Put Option on or before the Put Termination Date, and PCC has not exercised the Call Option on or before the Call Termination Date (as those terms are defined below), FBC may deliver to PCC a Put Notice at any time during the 90-day period following expiration of the Call Option, if the reason for such expiration was a change in any federal law or any rule, regulation or policy of the FCC or any other governmental agency that renders, or could reasonably be expected to render, the Time Brokerage Agreement invalid, illegal or unenforceable; provided, however, that FBC's delivery of a Put Notice as contemplated by this sentence shall have no effect if, prior to the end of such 90-day period, PCC has assigned the Time Brokerage Agreement in accordance with the terms of Section 7.1(a) thereof and, as a result of such assignment, the Time Brokerage Agreement is legal, valid and enforceable.
Grant of Put Option. The Executive shall have the option (the “Put Option”), exercisable at any time on the later of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) Executive having attained the age of fifty-five (55) (or in the event of death of Executive, that date which Executive would have attained the age of 55), but only for a period of six (6) months following the event giving rise thereto (the “Put Period”), to sell all (but not less than all) of the Membership Interest then held by the Executive (or his or her heirs or beneficiaries under Section 16.3.2) to the RTI Member, subject to the terms and conditions set forth in this Section 19. If the Executive desires to exercise the Put Option, it shall deliver to the RTI Member a notice (the “Put Notice”) of such intention at any time during the Put Period. If the Put Notice is given, then the RTI Member shall be obligated to purchase, and the Executive or his heirs or beneficiaries shall be obligated to sell, free and clear of all Liens, the Executive’s Membership Interest at a closing (the “Put Closing”) held on that date which is 120 days after the date of the Put Notice, or such earlier date as shall be mutually agreed upon (the “Put Closing Date”) for a purchase price calculated as set forth in Section 19.2. The Put Option shall not be exercisable by the Executive at a time that there is existing an event or condition which would constitute “Cause” under this Agreement and shall not be exercisable by any party to whom Executive has transferred any portion of Executive’s Membership Interest under Section 16.3.1 of this Agreement.
Grant of Put Option. Upon receipt by the Investor of written notice by the Founder of a Triggering Event, the Investor shall have the option (the “Put Option”) to require the Founder to purchase from the Investor, subject to the conditions set forth in this Agreement, all of the Series B Shares initially purchased by the Investor pursuant to the Purchase Agreement or the number of Series B Shares then held by the Investor, whichever is less (the “Put Shares”), at a per share purchase price equal to $5.625 (as adjusted for stock splits, stock dividends and similar recapitalizations or reorganizations) (the “Put Option Price”). In order to exercise such Put Option, the Investor must deliver written notice to the Founder of the Investor’s election to exercise the Put Option in accordance with Section 1.3 of this Agreement within 15 days of the date on which the Investor receives written notice of the Triggering Event from the Founder.
Grant of Put Option. Buyer shall have the right to exercise the Put Option in respect of all, but not less than all, of the Shares at any time during the Put Exercise Period, on the terms and subject to the conditions set forth in this Agreement. Notwithstanding the foregoing, if Buyer shall be prevented from exercising the Put Option with respect to the Share Interest of one or more Stockholders by any stay (automatic or otherwise, including any automatic stay under any applicable bankruptcy law, statute or regulation) or otherwise as a result of the bankruptcy or insolvency of such Stockholder(s), or by any order, judgment, statute, rule, regulation or other legal impediment of any nature whatsoever (not procured by or on behalf of Buyer),, Buyer shall have the right to exercise the Put Option in respect of all, but not less than all, of the other Stockholders’ Shares, and the Put Exercise Period shall be extended for as long as necessary to allow Buyer to exercise the Put Option with respect to such Share Interests, and the Stockholders shall take or cause to be taken all appropriate action, do or cause to be done all things, and execute and deliver such further documents and instruments (including any amendments to this Agreement and any related agreement), as may be reasonably requested by Buyer to carry out the foregoing.
Grant of Put Option. In consideration of each Minority Investor granting Ingredion the Call Option in clause 22, Ingredion grants to each Minority Investor an option to require Ingredion to purchase, after the Put Option Start Date, that Minority Investor's Put Option Shares at the Put Option Price and on the terms of the Put Option set out in this clause 21.
