Management Put Option Sample Clauses
A Management Put Option is a contractual provision that grants management the right to sell their shares back to the company or a designated buyer under specified conditions, such as a change in control or after a certain period. Typically, this option outlines the price or formula for determining the buyback value and the process for exercising the right. Its core practical function is to provide management with a clear exit strategy and financial security, especially in scenarios where their continued involvement or influence in the company may be uncertain.
Management Put Option. (a) If a Manager’s employment with any of the Employer Parties either (i) terminates due to the death of such Manager or (ii) is terminated by any of the Employer Parties as a result of the Disability of such Manager, such Manager and such Manager’s Immediate Family shall have the right, for a period of 90 days following the 180th day after the date of termination of such Manager’s employment, to sell to Echo (or, subject to the prior written approval of MCK, and for all purposes under this Section 6.7, its designated assignee (provided that such approval shall not be required following the MCK Trigger Date)), and Echo (or its designated assignee) shall be required to purchase, subject to the provisions of Section 6.5, on one occasion from such Manager or such Manager’s Immediate Family, all of such Manager’s Echo Shares at a price equal to the Fair Market Value of the Echo Shares being purchased (measured as of the purchase date) (the “Management Put Option”); provided, that the exercise of such right may be delayed by Echo (or its designated assignee) to the extent any such delay is necessary to avoid the application of adverse accounting treatment to Echo (or its designated assignee).
(b) If a Manager or a Manager’s Immediate Family, as applicable, desires to exercise its Management Put Option pursuant to Section 6.7(a), such Manager or such Manager’s Immediate Family, as applicable, shall send written notice to Echo setting forth such Manager or such Manager’s Immediate Family, as applicable, intention to sell all of such Manager’s Echo Shares, as applicable, pursuant to Section 6.7(a) (the “Put Notice”). No Put Notice shall be effective unless received prior to the date of the Qualified IPO or a Company Sale.
(c) The closing of any purchase and sale of Echo Shares pursuant to this Section 6.7 shall occur on such date as Echo (or its designated assignee) shall specify at the principal office of Echo (or its designated assignee), or at such other time and location as the parties to such purchase may mutually determine.
(d) At the closing of any purchase and sale of Echo Shares following the exercise of any Management Put Option, the holders of Echo Shares to be sold shall deliver to Echo (or its designated assignee) a certificate or certificates representing the Echo Shares to be purchased by Echo (or its designated assignee), duly endorsed, or with stock (or equivalent) powers duly endorsed, for transfer with signature guaranteed, free and clear of any...
Management Put Option. If a Manager holding Purchased Management Shares dies, his heirs or estate will have the right to require the Company to purchase all or any portion of the Vested Shares held by such Manager at time of death on the following terms and conditions (the “Management Put Option”).