Investor Put Option. [Applicable/Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
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.
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:
Investor Put Option. 6.1 Subject to and after the Closing, Investor shall have the right to sell all or part of the Subscription Shares then held by Investor to the Company, 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 6:
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. 13.1 The Existing Shareholder hereby irrevocably offers to the Investor to purchase and acquire, subject to the terms and conditions in Section 13.3, all or, at the discretion of each Put Option Holder, a portion of the shares held by the Investor at an aggregate purchase price of EUR 1.00 (in words: Euro one), immediately upon acceptance of such offer by the Investor (“Put Option”).
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:
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:
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.
