Grant of Put Rights Sample Clauses

Grant of Put Rights. On the terms and subject to the conditions set forth in this Agreement: (a) Following the date on which the Seller has received a copy of the audited consolidated financial statements of the Company for the 2023 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “First Put Commencement Date”), the Seller shall have the right (the “First Put Right”), but not the obligation, to cause Zegna to purchase up to 388.4320 shares of Common Stock at the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a written, unconditional and irrevocable notice (a “Put Notice”) to Zegna of exercise of the First Put Right, which notice shall be given within thirty (30) Business Days of the First Put Commencement Date. (b) Following the date on which the Seller has received a copy of the audited financial statements of the Company for the 2028 Fiscal Year pursuant to the terms of the Shareholder Agreement (such date, the “Second Put Commencement Date”), the Seller shall have the right (the “Second Put Right”), but not the obligation, to cause Zegna to purchase up to 272.7289 shares of Common Stock (together with any additional Put Shares to be included in such Put Closing pursuant to Section 2.3(a)) at the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a Put Notice to Zegna of exercise of the Second Put Right, which notice shall be given within thirty (30) Business Days of the Second Put Commencement Date. (c) At any time from and after September 30, 2030 (such date, the “Third Put Commencement Date”, and together with the First Put Commencement Date and the Second Put Commencement Date, each a “Put Commencement Date”), the Seller shall have the right (the “Third Put Right”, and together with the First Put Right and the Second Put Right and any exercise of a put pursuant to Section 7, each a “Put Right”), but not the obligation, to cause Zegna to purchase up to 165.2902 shares of Common Stock (together with any additional Put Shares to be included in such Put Closing pursuant to Section 2.3(a)) at the applicable Purchase Price in accordance with and subject to the terms and conditions of this Section 2 by delivering a Put Notice to Zegna of exercise of the Third Put Right, which notice shall be given no later than October 30, 2030.
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Grant of Put Rights. The Company hereby grants to each holder of Put Securities the right and option (as to each such holder, its "PUT RIGHT" and, as to all such holders collectively, the "PUT RIGHTS"), to require the Company to purchase all or any portion of the Put Securities held by such holder upon the exercise by such holder of its Put Right in accordance with the provisions of this Agreement.
Sample 1
Grant of Put Rights. (a) The Investor may, at any time and from time to time and in accordance with the terms and provisions hereof, exercise its Put Right, and, if the Investor so elects to exercise its right pursuant to this Section 2.1, Issuer shall have the obligation to purchase all of the Membership Interest with respect to which the Investor has so exercised its Put Right (the “Put Interest”), for an amount equal to the Value of the Put Settlement Amount which shall be delivered to the Investor in the form of the Elected Consideration pursuant to a Put Right Closing; provided, however, the Issuer’s obligation to purchase of any Put Interest shall be subject to the rights of the Existing Members described in Section 2.1(d); provided, further, however, Issuer shall have no obligation to purchase the Put Interest to the extent such purchase is prohibited by the terms of the Senior Facilities and, in such event, the Existing Members shall be required to purchase the Put Interest as provided in Section 2.1(c) below. The exercise of the Put Right with respect to a portion of the Membership Interest shall not in any way affect the Investor’s right to exercise its Put Right with respect all or any portion of the remaining Membership Interest. (b) In order to exercise its Put Right, Investor must deliver an irrevocable notice of its election to exercise such right in substantially the form attached hereto as Exhibit A (a “Put Exercise Notice”) to Issuer and the Existing Members in accordance with the notice provision set forth in Section 5.7 hereof. (c) Notwithstanding the provisions of Section 2.1(a), the delivery of a Put Exercise Notice shall be deemed to be an offer to sell the Put Interest described therein to the Existing Members, and the Existing Members may, in their sole and absolute discretion, elect to purchase all (but not less than all) of such Put Interest (an “Existing Member Put Purchase”) by paying to the Investor an amount equal to the Value of the Put Settlement Amount which shall be delivered to the Investor in the form of the Elected Consideration set forth in the Put Exercise Notice pursuant to a Put Right Closing; provided, however, if a Put Exercise Notice is delivered and Issuer is prohibited from acquiring the Put Interest by the terms of the Senior Facilities, the Existing Members shall be required to purchase all (but not less than all) of such Put Interest in accordance with the terms set forth in this Section 2.1(c). (d) If Existing Members exercise...
Sample 1
Grant of Put Rights 
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Related to Grant of Put Rights

  • Grant of PSUs For valuable consideration, receipt of which is hereby acknowledged, Hovnanian Enterprises, Inc., a Delaware Corporation (the "Company"), hereby grants the target number (“Target Number”) of performance share units ("PSUs") listed above to the Participant, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms and conditions of the 2020 Company Second Amended and Restated Stock Incentive Plan (the "Plan"), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement. The actual number of PSUs, if any, that the Participant will be eligible to earn with respect to this Agreement (the “Earned PSUs”), subject to meeting the applicable service and performance vesting requirements, will equal the Target Number multiplied by the applicable “Performance Multiplier” as defined in Exhibit A hereto. Each Earned PSU represents the unfunded, unsecured right of the Participant to receive a Share on the date(s) specified herein. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

  • Grant of Shares The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2008 Plan.

  • Grant of Power (a) Each Partner by its signature below irrevocably makes, constitutes and appoints each General Partner its true and lawful attorney in its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the General Partners to (i) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (ii) enable the Partnership to conduct its business, (iii) comply with any applicable law in connection with the Partnership’s conduct of its business, or (iv) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client). (b) If the Partnership owns Class A Shares or Class B Shares, then each Partner by its signature below irrevocably makes, constitutes and appoints each of Xxxxxx X. Xxxxxx, Xx., Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxxxx X. Xxxxxx, each then serving director of Xxxxxx Management, Inc., a Delaware corporation, or its successor in interest, and the then serving general counsel of each Company, its true and lawful attorney in its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of Class A Shares and Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-1(k)(1) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. (c) Each Partner grants to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 11.1.

  • Grant of Rights The Company hereby grants registration rights to the Designated Holders upon the terms and conditions set forth in this Agreement.

  • Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

  • Grant of Units On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.

  • Grant of SARs Subject to the terms and conditions of the Plan, SARs may be granted to Employees and Consultants at any time and from time to time as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion to determine the number of SARs granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs covering more than 500,000 Shares.

  • Grant of Stock Option The Company hereby grants the Optionee an Option to purchase shares of Common Stock, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option is not intended to be and shall not be qualified as an “incentive stock option” under Section 422 of the Code.

  • Grant of Stock Units Pursuant to the terms and conditions set forth in this Stock Award Agreement (including Section 1 above) and the Plan, the Administrator hereby grants to the Awardee named in Section 1, on the Grant Date set forth in Section 1, the number of Stock Units set forth in Section 1.

  • Restrictions on Grant of the Option and Issuance of Shares The grant of the Option and the issuance of shares of Stock upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

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