Investor Put Option. [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s): [[ ] per Calculation Amount/specify other/see Appendix]
(iii) Notice period (if other than as set out in the Conditions): (5) [Same as Condition 6(e)/specify other]
(iv) Other details: [ ]
Investor Put Option. In the event that Shareholder Approval and the Company Issuance have not occurred as of January 31, 2006, the Investor may require the Selling Shareholders to repurchase the Selling Shareholder Shares in exchange for cancellation of the outstanding principal amount of the Note and all accrued and unpaid interest thereon, in which event the Parties shall instruct the Escrow Agent to transfer the Escrowed Funds to the Investor and terminate the escrow.
2. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. The Investor hereby represents and warrants that:
Investor Put Option. In the event any Triggering Condition (as defined below) occurs, then from the date such Triggering Condition occurs (a “Triggering Date”), each Investor shall have the right at any time after any Triggering Date and before the date of a Qualified IPO (the “Expiration Date”), to require the Founder to purchase all or any portion of the Series B Preferred Shares held by such Investor at a per share purchase price equal to 105% of the per share purchase price paid by such Investor pursuant to the Series B Purchase Agreement. In the event that any Investor desires to exercise its right pursuant to this Section 10.2, it shall, no later than the Expiration Date, give written notice (a “Put Notice”) thereof to the Founder and the Company describing the number of Series B Preferred Shares to be sold to the Founder by such Investor (the “Put Option Shares”). For purposes of this Section 10.2, a “Triggering Condition” includes any of the following:
(i) the obligations of the Founder and Co-Founders pursuant to Section 10.1 have not been met on or prior to the twelve (12) month anniversary of the date hereof,
(ii) the WFOEs are not wholly owned by the Company as of October 1, 2007,
(iii) the Audited Financials (as defined in the Series B Purchase Agreement) provided by the Company to the Investors have not been provided as of the six (6) month anniversary of the date hereof, or the Audited Financials differ materially and adversely from the Unaudited Pro Forma Financials (as defined in the Series B Purchase Agreement, and including any notes included therein) covering the same period,
(iv) any claim or demand of a third party with respect to any non-competition obligation of the Founder arises and has or may reasonably be expected to have, a Material Adverse Effect with respect to the Company,
(v) the Founder’s full-time employment with the Company is terminated at any time prior to the five (5) year anniversary of the date hereof, unless such termination is made by the Company without cause, or
(vi) there is any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by the Company under (a) Section 3.10 or Section 3.12 of the Series B Purchase Agreement regarding Leases (as defined in the Series B Purchase Agreement) or (b) Section 3.4 of the Series B Purchase Agreement, which, individually or in the aggregate, results in, or which may reasonably be expected to result in, a Material Adverse Effect with resp...
Investor Put Option. 14.1 If the Initial Listing shall not have taken place by the 3rd anniversary of the Subscription Closing Date, then at any time thereafter but before the 5th anniversary of the Subscription Date, at the request of either of the Investors (“Exiting Investor”), the Company shall, at the Company’s cost, engage an Approved Bank to determine the following matters, provided that if the Exiting Investor does not agree with the Company’s choice of the Approved Bank under this Clause 14.1, each of the Company and the Exiting Investor may, at its own cost, engage an Approved Bank to determine the following matters:
(a) subject to the market conditions at that time, whether the Company is suitable for the Initial Listing; and
(b) subject to the market conditions at that time, whether such Approved Bank will underwrite the Initial Listing in accordance with the market practice, (“Suitable for Listing”).
14.2 If the Company is determined to be Suitable for Listing: (1) in the case where only the Company engages an Approved Bank under Clause 14.1, by such Approved Bank; or (2) in the case where each of the Company and the Exiting Investor engages its own Approved Bank under Clause 14.1, by both such Approved Banks, but the Company fails to file an application for the Initial Listing with the relevant securities exchange or the Company, having filed such an application for the Initial Listing, voluntarily withdraws such an application for the Initial Listing within a period of 6 months from the date of such determination, then at any time thereafter but before the 6th anniversary of the Subscription Closing Date:
(a) at the request of the Exiting Investor or XXX, the Company shall, at the Company’s cost, engage an Approved Bank to determine the valuation of the Company (“Company Bank”), provided that if the Exiting Investor does not agree with the Company’s choice of the Approved Bank under this Clause 14.2(a), each of the Company and the Exiting Investor may, at its own cost, engage an Approved Bank to determine the valuation of the Company; and
(b) after the valuation of the Company is determined under Clause 14.2(a), at the request of the Exiting Investor or XXX, the Company shall instruct the Company Bank to offer (on behalf of all of the Shareholders) to sell the entire issued share capital of the Company to a third party at a price equal to: (i) in the case where only the Company Bank is engaged under Clause 14.2(a), the valuation of the Company as determined by t...
Investor Put Option. 7.1 Investor shall have the right to sell all (and not only some) of the Subscription Shares then held by Investor (prior to the occurrence of the IPO), or the ordinary shares of PubCo then held by Investor (after the occurrence of the IPO), to the Company or to PubCo (as the case may be), free and clear from any Encumbrance and with all rights attaching thereto, upon the occurrence of any of the following events (each a Put Option Trigger Event) in accordance with this clause 7.1:
(a) the occurrence of any Credit Event in respect of the Company or PubCo;
(b) the occurrence of any Credit Event in respect of FIL or FTG before the Security Account Charge lapses in accordance with its terms;
(c) Call Option 2 has lapsed in accordance with clause 8.6 or clause 8.7; or
(d) the third (3rd) anniversary of the Closing Date.
Investor Put Option. Commencing upon the earliest to occur of (i) ------------------- the second anniversary of the Closing Date, (ii) the sale, merger, consolidation, conveyance, exchange, transfer or other disposition of all or substantially all of the Company's assets (a "Capital Transaction"), or (iii) an ------------------- Initial Public Offering, upon written notice (the "Put Notice") by the Investor ---------- to the Company of his desire to sell all, but not less than all, of the Investor Shares held by the Investor, the Company shall be obligated to purchase from the Investor all of the Investor Shares requested to be sold by the Investor at a cash purchase price per share equal to the Stated Value per share, together with all cumulated but unpaid dividends on such Investor Shares. The purchase of such Investor Shares by the Company shall be completed (i) on the date of the closing of the Capital Transaction or the Initial Public Offering, if applicable, or (ii) within six months of the date of receipt of the Put Notice, in all other events; provided that the Investor has given the Company at least fifteen (15) days written notice prior to its exercise of the put option. Any purchase by the Company of the Investor Shares pursuant to this Section 5B shall be effected by delivery by the Investor of the certificate for all such shares (properly endorsed for transfer) to the Company upon tender by the Company of the purchase price for such Investor Shares by a wire transfer to that account of the Investor that account of the Investor. In the event the Company fails to consummate the purchase of such Investor Shares in accordance with this Section 5B, the Majority Shareholder and the other Stockholders shall cause the Company to reconstitute the Board, such that the Company shall nominate two directors, and the Investor shall nominate three directors. The Company shall provide at least thirty (30) days written notice to the Investor prior to a Capital Transaction or an Initial Public Offering.
Investor Put Option. 4.1 Investor shall have the right to sell all (and not only some) of PubCo Ordinary Shares then held by Investor to PubCo, free and clear from any Encumbrance and with all rights attaching thereto, upon the occurrence of any of the following events (each a Put Option Trigger Event) in accordance with this clause 4.1:
(a) the occurrence of any Credit Event in respect of the Company or PubCo;
(b) the occurrence of any Credit Event in respect of FIL or FTG before the Security Account Charge lapses in accordance with its terms;
(c) Call Option 2 has lapsed in accordance with clause 5.6 or clause 5.7; or
(d) the third (3rd) anniversary of the Closing Date.
4.2 If any Put Option Trigger Events under clauses 4.1 takes place after completion of the De-SPAC Transaction, Investor shall have the right to exercise the put option (the Post-IPO Put Option) by serving PubCo with a written notice (Put Option Exercise Notice) and/ or Conversion Notice (at the sole discretion of Investor) within ninety (90) days from the date of occurrence of the applicable Put Option Trigger Event (the
Investor Put Option. 3.1 Investor shall have the right to sell all (and not only some) of PubCo Subscription Shares then held by Investor to PubCo, free and clear from any Encumbrance and with all rights attaching thereto, upon the occurrence of any of the following events (each a Put Option Trigger Event) in accordance with this clause 3.1:
(a) the occurrence of any Credit Event in respect of PubCo;
(b) PubCo has failed to provide replacement security in accordance with clause 3.2(a), 3.2(b), 3.2(c) or 3.2(d) within 10 Business Days after occurrence of any Credit Event in respect of FTG which results in the Coverage Ratio falling below 150%;
(c) Call Option 2 has lapsed in accordance with clause 4.6;
(d) the second (2nd) anniversary of the Closing Date; or
(e) the third (3rd) anniversary of the Closing Date.
3.2 Upon the occurrence of a Credit Event with respect to FTG which results in the Coverage Ratio falling below 150% in accordance with this Agreement (such date being a FTG Credit Event Date), PubCo shall have 10 Business Days after the FTG Credit Event Date to replace the FTG Security Shares by way of:
(a) depositing or procuring the deposit of additional cash in US$ (or any other cash-equivalent or other liquid asset with the prior written consent from Investor) in one or more of the Charged Cash Accounts;
(b) subject to Investor’s consent (which shall not be unreasonably withheld), depositing or procuring the deposit of additional Ordinary Shares in the Charged Securities Account;
(c) subject to Investor’s consent (which shall not be unreasonably withheld), making a combination of the security replacement as mentioned in clause 3.2(a) and clause 3.2(b) above;
(d) providing other collateral mutually agreed by Investor and PubCo in favor of Investor, to the extent that immediately after the security replacement has been put in place, or as of the Instruction Date (if any additional Ordinary Shares are pledged in accordance with this clause 3.2), the Coverage Ratio increases to a level that is no lower than 200% (provided that if any additional Ordinary Shares are pledged in accordance with this clause 3.2, PubCo shall procure that the Ordinary Shares shall be deposited in the Charged Securities Account no later than five (5) Business Days after the Instruction Date), Investor shall as soon as reasonably practicable release and discharge all of the FTG Security Shares from the security created under the Account Security Agreement, and from the Charged Securities Account ...
Investor Put Option. For a period of thirty (30) days following the two year anniversary of the Original Issue Date, an Investor may elect to require the Company to repay the Investor, in immediately available funds, 100% of the then outstanding principal amount, plus all accrued but unpaid interest and other amounts, due or accrued under this Note, on the date that is the fifth Trading Day after written notice thereof (a “Put Notice”) is delivered by the Investor to the Company (such fifth Trading Day shall be known as the “Put Date”). An Investor may rescind a Put Notice prior to receipt of payment thereunder. The Company covenants and agrees that it will honor all Conversion Notices tendered from the time of delivery of the Put Notice through 6:30 p.m. on the Trading Day prior to the Put Date.
Investor Put Option. (a) In the event that Imperial should sell any Imperial Stock in contravention of the co-sale rights of each Investor under Section 2.2 of this Agreement (a "Prohibited Transfer"), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and Imperial shall be bound by the applicable provisions of such option.
(b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to Imperial the type and number of shares of Common Stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser under Section 2.2 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions:
(c) The price per share at which the shares are to be sold to Imperial shall be equal to the price per share paid by the purchaser to Imperial in such Prohibited Transfer. Imperial shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Investor's rights under Section 2.2.
(d) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to Imperial the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer.
(e) Imperial shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.1, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.1(c), in cash or by other means acceptable to the Investor
(f) Notwithstanding the foregoing, any attempt by Imperial to Transfer Imperial Stock in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the Investors if a majority in interest of the Investors do not elect to exercise the put option set forth in this Section 4.1, and the Company agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares without the written consent of a majority in interest of the Investors.
