Common use of Grant of Put Right Clause in Contracts

Grant of Put Right. Paladin grants to Buckingham the right to require Paladin to purchase all or any portion of the Buckingham Put Interest (the “Put Right”) upon and subject to the following terms and conditions: (1) The Put Right may be exercised at any time and from time to time after the first anniversary of the date of this Agreement by written notice from Buckingham to Paladin specifying the portion of the Buckingham Put Interest (but which shall include no fractional percentage interests) that Buckingham requires Paladin to purchase (the “Designated Put Interest”), provided that at the time of the exercise of the Put Right the following conditions shall have been (i) no Cash Flow Bonus Forfeiture Event shall then exist; (ii) there shall then exist no Unpaid Preferred Return to Paladin or Buckingham shall agree that any Unpaid Return may be offset against the purchase price; and (iii) during the twelve (12) calendar months preceding the month in which the Put Right is exercised, there shall have been, as verified by Paladin, Ordinary Cash Flow sufficient to have made distributions pursuant to Section 5.01(a) and Section 5.01(b) of all Paladin’s Preferred Return and all of Buckingham’s Preferred Return that has accrued with respect to the Designated Put Interest during such twelve (12) month period. (2) The purchase price for the Designated Put Interest shall be the Sixty-Seven Thousand Five Hundred and No/100 Dollars ($67,500.00) multiplied by each one percent (1%) Percentage Interest (but which shall not include any fractional percentage interests) in the Company included in the Designated Put Interest.

Grant of Put Right. Paladin grants If the Merger has not been effected on or before ------------------ October 15, 2000 due to Buckingham the failure of any of the conditions set forth in Section 2.4(a), then each Limited Partner that has voted in favor of the Merger, including DukeNet and Caronet, shall have the right to require Paladin BellSouth PCS to purchase purchase, acquire, and accept from such Limited Partner all or any portion but not less than all of the Buckingham Put its Equity Interest and Voting Interest (the “"Put Right”"), for cash in an amount equal to the product of $1.75 billion and the percentage Equity Interest held by such Limited Partner (the "Put Right Purchase Price"); provided, however, that no Limited Partner may exercise the Put Right granted herein if the failure or refusal of such Limited Partner has been the cause of, or resulted in, the failure of the Merger to be effected on or before October 15, 2000. The Put Right shall be exercisable by a Limited Partner until the earliest of: (i) upon consummation of the Merger; (ii) DukeNet lifting the Stay Order pursuant to Section 8.5 hereof, (iii) the Anniversary Date or (iv) notice by such Limited Partner to BellSouth PCS that it does not intend to exercise its Put Right, which notice, if given, shall be deemed irrevocable. A Limited Partner may exercise the Put Right by delivering to BellSouth PCS written notice (a "Put Notice") that such Limited Partner (an "Exercising Limited Partner") intends to exercise its Put Right. Following receipt of a Put Notice, BellSouth PCS will purchase, acquire, and accept from such Exercising Limited Partner all but not less than all of its Equity Interest and Voting Interest on the terms and subject to the following terms and conditions: (1) The conditions set forth in this Article III. Notwithstanding the foregoing, no Limited Partner shall be granted a Put Right may be exercised at any time and from time to time after the first anniversary of the date of this Agreement by written notice from Buckingham to Paladin specifying the portion of the Buckingham Put Interest (but which shall include no fractional percentage interests) that Buckingham requires Paladin to purchase (the “Designated Put Interest”)if BellSouth Board Approval has not been obtained on or before September 25, provided that at the time of the exercise of the Put Right the following conditions shall have been (i) no Cash Flow Bonus Forfeiture Event shall then exist; (ii) there shall then exist no Unpaid Preferred Return to Paladin or Buckingham shall agree that any Unpaid Return may be offset against the purchase price; and (iii) during the twelve (12) calendar months preceding the month in which the Put Right is exercised, there shall have been, as verified by Paladin, Ordinary Cash Flow sufficient to have made distributions pursuant to Section 5.01(a) and Section 5.01(b) of all Paladin’s Preferred Return and all of Buckingham’s Preferred Return that has accrued with respect to the Designated Put Interest during such twelve (12) month period2000. (2) The purchase price for the Designated Put Interest shall be the Sixty-Seven Thousand Five Hundred and No/100 Dollars ($67,500.00) multiplied by each one percent (1%) Percentage Interest (but which shall not include any fractional percentage interests) in the Company included in the Designated Put Interest.

Grant of Put Right. Paladin (a) Subject to the terms in this Section 7.7, the Parent hereby irrevocably grants and issues to Buckingham the Holder the right to require Paladin to purchase all or any portion of the Buckingham Put Interest and option (the “Put Right”) upon ), exercisable by the Holder in its sole and absolute discretion (but which such exercise shall be irrevocable once exercised subject to the following terms and conditions: (1) The Put Right may be exercised at any time and from time to time after the first anniversary of the date of this Agreement Section 7.7) by providing written notice from Buckingham to Paladin specifying the portion of the Buckingham Put Interest (but which shall include no fractional percentage interests) that Buckingham requires Paladin to purchase Parent not later than October 21, 2016 (the “Designated Put InterestNotice”), provided that at to cause and irrevocably require the time Parent to purchase from the Holder, and the Holder to sell to the Parent, all (but not less than all) of the exercise Consideration Shares on November 1, 2016 for an aggregate purchase price equal to $1,450,575.12 and otherwise in accordance with the terms of the Put Purchase Agreement (as defined below); provided, however, that the Holder shall not have the right to exercise its Put Right or enforce its rights under this Section 7.7 in the following conditions shall have been (i) no Cash Flow Bonus Forfeiture Event shall then exist; (ii) there shall then exist no Unpaid Preferred Return event of the consummation of the first underwritten public offering of the shares of the Parent or its Affiliate under the Securities Act or the laws of the jurisdiction of the related exchange. In the event that the Holder fails to Paladin or Buckingham shall agree that any Unpaid Return may be offset against the purchase price; and (iii) during the twelve (12) calendar months preceding the month in which deliver the Put Right is exercisedNotice on or prior to October 21, there 2016, the Holder shall have been, as verified by Paladin, Ordinary Cash Flow sufficient be deemed to have made distributions pursuant irrevocably waived its right to Section 5.01(a) and Section 5.01(b) of all Paladin’s Preferred Return and all of Buckingham’s Preferred Return that has accrued with respect to exercise the Designated Put Interest during such twelve (12) month periodRight. (2b) The Following delivery of a Put Notice by the Holder to the Parent, the Holder and the Parent shall negotiate in good faith to agree on a purchase price for agreement reasonably satisfactory to such parties, which purchase agreement shall include customary provisions regarding the Designated sale of equity from one party to another, including representations and warranties regarding ownership, authority and conflict (a “Put Interest Purchase Agreement”). Notwithstanding anything in this Section 7.7 to the contrary, upon execution and delivery of the Put Purchase Agreement, the terms of the Put Purchase Agreement shall be supersede the Sixty-Seven Thousand Five Hundred terms of this Section 7.7 and No/100 Dollars ($67,500.00) multiplied by each one percent (1%) Percentage Interest (but which shall not include any fractional percentage interests) in the Company included in event of any conflict between the Designated terms of this Section 7.7 and the Put InterestPurchase Agreement, the Put Purchase Agreement shall control, provided that the Parent and the Holder will remain obligated to the terms.

Grant of Put Right. Paladin grants to Buckingham the right to require Paladin to purchase all or any portion of the Buckingham Put Interest (the “Put Right”) upon and subject to the following terms and conditions: (1) The Put Right may be exercised at any time and from time to time after the first anniversary of the date of this Agreement by written notice from Buckingham to Paladin specifying the portion of the Buckingham Put Interest (but which shall include no fractional percentage interests) that Buckingham requires Paladin to purchase (the “Designated Put Interest”), provided that at the time of the exercise of the Put Right the following conditions shall have been been satisfied: (i) no Cash Flow Bonus Forfeiture Event shall then exist; (ii) there shall then exist no Unpaid Preferred Return to Paladin Paladin, or Buckingham shall agree that any Unpaid Preferred Return may be offset against the purchase price; and (iii) during the twelve (12) calendar months preceding the month in which the Put Right is exercised, there shall have been, as verified by Paladin, Ordinary Cash Flow sufficient to have made distributions pursuant to Section 5.01(a) and Section 5.01(b5.01(c) of all Paladin’s Preferred Return and all of Buckingham’s Preferred Return that has accrued with respect to the Designated Put Interest during such twelve (12) month period. (2) The purchase price for the Designated Put Interest shall be the Sixty-Seven Two Thousand Five Hundred and No/100 Dollars ($67,500.0062,500.00) multiplied by each one percent (1%) Percentage Interest (but which shall not include any fractional percentage interests) in the Company included in the Designated Put Interest.