Maximum Put Amount Clause Samples
The Maximum Put Amount clause sets a cap on the total value or number of securities that a holder can require the issuer to repurchase under a put option. In practice, this means that even if a holder is entitled to sell securities back to the issuer, they cannot exceed the specified maximum amount during a given period or over the life of the agreement. This clause is essential for limiting the issuer's financial exposure and ensuring predictability in cash flow obligations related to put rights.
Maximum Put Amount. The amount of a Put corresponding to the Put Notice shall not exceed the Maximum Put Amount. If (i) the Company’s Common Stock is suspended for any reason during trading hours on the Principal Market on any Trading Day during a Valuation Period or (ii) there is a public holiday or no trading volume in the Company’s Common Stock on the Principal Market on any Trading Day during a Valuation Period then that shall constitute a Put Adjustment. In no event shall the Company be obligated to issue such additional shares if such issuance may result in non-compliance with any securities laws. If any of the Company’s representations in this Agreement are false or if the Common Stock’s bid price is less than .50, then no Puts shall be permitted. Any portion of a Put that would cause the Investor to exceed the Ownership Limitation shall automatically be withdrawn.
Maximum Put Amount. The maximum number of shares of Common Stock that the Investor shall be required to purchase for any Put shall be equal to the lesser of (i) 200% of the average Daily Trading Volume of the Common Stock in the ten (10) Trading Days immediately preceding the Put Notice, and (ii) such number of shares as shall have an aggregate value of $200,000, based on the Purchase Price.
Maximum Put Amount. The Maximum Put Amount with respect to a Put shall be determined based upon an interpolation of the Average Daily Trading Volume of shares of Class A Common Stock for the ten Trading Days prior to the Put Date with respect to the relevant Put Date and the Market Price as of such Put Date of shares of Class A Common Stock as follows: Stock Price $0.75 $1.00 $1.25 $1.50 $2.00 $2.50 $3.00 100,000 $78,750 $105,000 $131,250 $157,500 $210,000 $262,000 $315,000 Avg 300,000 $236,250 $315,000 $393,750 $472,500 $630,000 $787,000 $945,000 Daily 500,000 $393,750 $525,000 $656,250 $787,500 $1,050,000 $1,312,500 $1,575,000 Volume 700,000 $551,250 $735,000 $918,750 $1,102,500 $1,470,000 $1,837,500 $2,205,000 Traded 900,000 $708,750 $945,000 $1,181,250 $1,417,500 $1,890,000 $2,362,500 $2,835,000 1,100,000 $866,250 $1,155,000 $1,443,750 $1,732,500 $2,310,000 $2,887,500 $3,465,000 The Maximum Put Amount shall be calculated by multiplying the Average Daily Trading Volume of shares of Class A Common Stock for the ten Trading Days prior to the Put Date by the Market Price as of such Put Date by one hundred five percent (105%). EXHIBIT A ACCOUNT INFORMATION Key Bank of Utah Crossroads Branch ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ABA# XXXXXXXXX Account # XXXXXXXXXXXXX Beneficiary: Fonix Corporation EXHIBIT B [FORM OF REGISTRATION RIGHTS AGREEMENT] EXHIBIT C FORM OF OPINION OF THE COMPANY'S INDEPENDENT COUNSEL [FORM PROVIDED BY COMPANY COUNSEL] EXHIBIT D INSTRUCTIONS TO TRANSFER AGENT FONIX CORPORATION TRANSFER AGENT INSTRUCTIONS April ___, 2001 Ladies and Gentlemen: Reference is made to the Second Private Equity Line Agreement (the "Agreement"), dated as of __________________, 2001 between Queen LLC (the "Investor") and Fonix Corporation (the "Company"). Pursuant to the Agreement, subject to the terms and conditions set forth in the Agreement the Investor has agreed to purchase from the Company and the Company has agreed to sell to the Investor from time to time during the term of the Agreement shares of Class A Common Stock of the Company, $.0001 par value per share (the "Class A Common Stock"). As a condition to the effectiveness of the Agreement, the Company has agreed to issue to you, as the transfer agent for the Class A Common Stock (the "Transfer Agent"), these instructions relating to the Class A Common Stock to be issued to the Investor (or a permitted assignee) pursuant to the Agreement. All terms used herein and not otherwise defined shall have the meaning set ...