Optionee's Right to Put Sample Clauses

Optionee's Right to Put. (a) In the event of any Termination of Employment (i) by the Company without Cause, (ii) due to resignation by the Optionee with Good Reason or (iii) due to the Optionee's Retirement, the Optionee shall have the right to put to the Company, and the Company (or its designee) shall be required upon exercise of such right to purchase and cancel, all of the exercisable Options held by Optionee for an amount equal to the product of (A) the total number of shares of Class A Common Stock subject to exercisable Options held by the Optionee and (B) the Put/Call Percentage as of the date of Termination of Employment, at a price per share equal to the FMV per Share as of the date of such Termination of Employment less the Exercise Price. (b) In the event of any Termination of Employment due to (i) death of the Optionee or (ii) Disability of the Optionee, the Optionee shall have the right to put to the Company, and the Company (or its designee) shall be required upon exercise of such right to purchase and cancel, all of the exercisable Options held by the Optionee for an amount equal to the product of (A) the total number of shares of Class A Common Stock subject to exercisable Options held by Optionee and (B) the FMV per Share as of the date of such Termination of Employment less the Exercise Price. (c) In the event of any Termination of Employment (i) by the Company for Cause or (ii) by the Optionee without Good Reason, all Options (whether or not then exercisable) shall terminate without any payment. (d) If the Optionee or his estate desires to exercise his or its rights pursuant to this Section 5.2, the Optionee or his estate shall give written notice of such intent to the Company no later than the earlier of (i) 90 days after the Company gives notice that it will not exercise its rights under Section 5.1 and (ii) 15 days after the expiration of the Company's rights under Section 5. 1. The closing of such purchase shall take place at the principal office of the Company within thirty (30) days after the giving of such written notice to the Company. The Optionee's or his estate's rights to put under this Section 5.2 may not be exercised in part.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Optionee's Right to Put

  • Grantee’s Rights Subject to all limitations provided in this Award Agreement, the Grantee, as owner of the Shares during the Restricted Period, shall have all the rights of a stockholder, including, but not limited to, the right to receive all dividends paid on the Shares and the right to vote such Shares.

  • Assignee’s Rights As Purchaser a. Notwithstanding any provisions to the contrary in these Conditions of Sale, the Assignee shall be entitled to bid for the Property whether by itself or its agent and without having to pay any deposit whatsoever. b. In the event the Assignee is declared the Purchaser:- (i) The Assignee is at liberty to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto; (ii) If approvals from any relevant authorities are required in respect of the purchase, then the Assignee shall apply for the approvals after the successful bid and shall only be required to set off the purchase price or so much as is applicable against the indebtedness owing to the Assignee under the loan/financing and the Security Documents on the date of successful sale plus costs and expenses for the sale and all other costs and expenses whatsoever incidental thereto within ninety (90) days from the date of receipt by the Assignee of all the approvals; (iii) However for avoidance of doubt, nothing in the foregoing shall restrict the Assignee’s right or discretion to pay the full purchase price by way of set off before the approvals have been obtained; (iv) If any of the approvals are not obtained or are obtained but subject to conditions which are not acceptable to the Assignee, the Assignee shall be entitled to terminate the purchase of the Property and the purchase price or part thereof paid including the deposit which has been paid by way of a reduction of the indebtedness owing to the Assignee or by way of set off shall be reversed and parties shall be placed back in position as if this sale has not taken place; (v) The Assignee shall be entitled at its absolute discretion to assign, novate or transfer all or any of its rights, obligations and interests hereunder to a third party in the event that the Assignee exercises its rights to bid for and/or purchase the Property. - Vis-à-vis The Auction c. The Assignee shall be and is hereby at liberty to postpone, adjourn, stand down, call off, withdraw or vacate the auction sale at any time before the fall of hammer with or without notice and without having to provide any reason(s) or ground(s) whatsoever. d. Thereafter, the Assignee is entitled to resell the Property at any time subject to such conditions and provisions whether identical with or differing wholly or in part from the conditions and provisions applicable to the Property to be auctioned at the present auction and in such manner as the Assignee may think fit.

  • Licensee’s Right to Terminate Licensee may, at its option, without prejudice to any other remedies it may have, terminate this agreement by giving written notice of such termination to Licensor as follows: (a) immediately, in the event that Licensor abandons the Licensed Marks or otherwise ceases to support the Licensed Marks in Licensor's business; or (b) immediately in the event of the occurrence of a Bankruptcy with respect to Licensor; or (c) immediately in the event of an occurrence of termination pursuant to Section 13.2(d).

  • Employees' Rights There shall be no interference, intimidation, restraint, coercion or discrimination by either the State or MSEA-SEIU as a result of the exercise by any employee within the bargaining unit of his/her statutory rights related to membership in MSEA-SEIU or any other right granted under the State Employees Labor Relations Act.

  • Executive’s Right to Terminate Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment under this Agreement for any of the following reasons:

  • PARTICIPANT’S RIGHTS CONTRACTOR shall post the current HMIS privacy notice as well as the Orange County 8 Continuum of Care Grievance and Appeals poster in locations readily available to Participants and staff.

  • Company’s Right to Terminate Notwithstanding the provisions of Section 3.1, Company shall have the right to terminate Executive’s employment under this Agreement at any time for any of the following reasons: (a) upon Executive’s death; (b) upon Executive’s Disability; (c) for Cause; or (d) at any time, for any other reason whatsoever, in the sole discretion of the Board.

  • No Right To Employment or Other Status The grant of this option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim hereunder.

  • No Right to Future Awards This award, and all other awards of RSUs and other equity-based awards, are discretionary. This award does not confer on you any right or entitlement to receive another award of RSUs or any other equity-based award at any time in the future or in respect of any future period. You agree that any release required under Section 4 of this Award Agreement is in exchange for the grant of RSUs hereunder, for which you have no current entitlement.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!