Metro Put Sample Clauses

Metro Put. (a) In consideration of the sum of $1 now paid by Metro to the Company (receipt of which the Company hereby acknowledges), the Company hereby grants to Metro an option (the "Metro Put") to require the Company to purchase from Metro, subject to the terms and conditions hereof, at such purchase price per share as shall be determined in accordance with Clause 6.1(b) (the "Put Exercise Price"), any and all Subscription Shares, Telegate Exchange Shares, Additional Option Shares and Capital Call Shares issued to Metro and/or Ligapart (the "Put Shares"). (b) For the purposes of determining the applicable Put Exercise Price in respect of any exercise of the Metro Put, following delivery by Metro of a Put Exercise Notice (as defined in Clause 6.4(a)), the Company and Metro will cause the Equity Value as of December 31 of the year immediately preceding the year in which such Put Exercise Notice is given (the "Put Valuation Date") to be determined in accordance with Clause 9. The applicable Put Exercise Price in respect of such exercise of the Metro Put shall equal the quotient obtained by dividing the Equity Value as of such Put Valuation Date by the number of Shares Outstanding as of such Put Valuation Date. (c) The Company may, at its option, pay the aggregate Put Exercise Price in respect of any exercise of the Metro Put in cash or Parent Shares or any combination of cash and Parent Shares. For the purposes of this Clause 6, the value of a Parent Share used to pay any portion of the Put Exercise Price in respect of any exercise of the Metro Put shall equal the average closing price (or, if no closing sale price is reported, the last reported sale price) of one Parent Share as reported by The NASDAQ National Market for the 30 trading days immediately preceding the Put Completion Date (as defined in Clause 6.4(a)) for such exercise of the Metro Put. If the Company elects to exercise its option to pay any portion of the aggregate Put Exercise Price in respect of any exercise of the Metro Put in Parent Shares, the Company shall give written notice of such election to Metro not later than ten Business Days prior to the Put Completion Date for such exercise of the Metro Put.
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