Put. (a) At any time during which the Option is exercisable under this Agreement (the "Repurchase Period"), upon demand by the Grantee, the Grantee shall have the right to sell to the Grantor (or any successor entity thereof) and Grantor (or such successor entity, shall be obligated to repurchase from the Grantee (the "Put"), all or any portion of the Option, to the extent not previously exercised, at the price set forth in subparagraph (i) below, and/or all or any portion of the Shares purchased by the Grantee pursuant thereto, at a price set forth in subparagraph (ii) below:
(i) the difference between the "Market/Tender Offer Price" for shares of Common Stock as of the date (the "Notice Date") notice of exercise of the Put is given to the other party (defined as the greater of (A) the price per share offered as of the Notice Date pursuant to any tender or exchange offer or other Acquisition Proposal which was made prior to the Notice Date and not terminated or withdrawn as of the Notice Date (the "Tender Price") or (B) the average of the closing prices of shares of Common Stock on the Nasdaq National Market for the ten (10) trading days immediately preceding the Notice Date (the "Market Price")), and the Purchase Price multiplied by the number of Shares purchasable pursuant to the Option (or portion thereof with respect to which the Grantee is exercising its rights under this Section 9), but only if the Market/Tender Offer Price is greater than the Purchase Price;
(ii) the Purchase Price paid by the Grantee for the Shares acquired pursuant to the Option plus the difference between the Market/Tender Offer Price and the Purchase Price, but only if the Market/Tender Offer Price is greater than the Purchase Price, multiplied by the number of Shares so purchased;
(b) In the event Grantee exercises its rights under this Section 9, the Grantor shall, within ten business days of the Notice Date, pay the required amount (the "Repurchase Price") to the Grantee in immediately available funds and the Grantee shall surrender to the Grantor the Option or the certificates evidencing the Shares purchased by the Grantee pursuant thereto, and the Grantee shall represent and warrant that it owns such shares and that such shares are then free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever, other than any of the same created by the Grantor or its affiliates.
(c) To the extent that the Grantor is prohibited under applicable law or regulat...
Put. If, in the event of (i) Termination of Employment by the Company without Cause, (ii) Termination of Employment due to death or Disability, (iii) Termination of Employment by the Stockholder with Good Reason, (iv) Termination of Employment due to a Company Non-Renewal, or (v) a Sale of the Company (other than a Sale of the Company subject to the Drag Along Right), the Stockholder or his Personal Representative may require the Company to purchase all (but not less than all) of the Shares, Option Shares and other shares of Common Stock and Common Stock Equivalents, that are owned by the Stockholder as of the effective date of such Termination of Employment or Sale of the Company. In such event, the purchase price shall be as set forth in Section 2.1(b) or 2.1(c) above, as the case may be.
(a) If, in the event of Termination of Employment by the Stockholder without Good Reason, or in the event of a Stockholder Non-Renewal, and if the Company does not exercise its option to purchase Shares, Option Shares or any other shares of Common Stock or Common Stock Equivalents held by the Stockholder, the Stockholder or his Personal Representative may require the Company to purchase all (but not less than all) of the Shares, Option Shares and other shares of Common Stock and Common Stock Equivalents, that are owned by the Stockholder as of the effective date of such Termination of Employment In such event, the purchase price shall be as set forth in Section 2.1(a) above.
Put. At any time after the occurrence and during the continuance of a Put Event, the Agent may (with the approval of the Required Lenders but not otherwise), by delivering to State Auto Mutual a Put Notice, require State Auto Mutual to purchase (a) from -11- each Lender, all (but not less than all) of such Lender's Loans, Notes and Commitment or (b) from the Agent, all (but not less than all) of the Pledged Stock. In the event that a Put Event has occurred and the Agent (with the consent of the Required Lenders) has elected to deliver a Put Notice, it shall first attempt to require State Auto Mutual to purchase the Pledged Stock; PROVIDED that if the Agent shall not be able, promptly (and in any event within 5 Business Days of any such election) after the occurrence of such Put Event, to sell the Pledged Stock to State Auto Mutual as contemplated hereby, it may deliver a Put Notice requiring the purchase of each Lender's Loans, Notes and Commitments.
Put. (a) If the Purchaser’s employment with the Company is terminated by either the Purchaser or the Company due to Retirement, Disability or death of the Purchaser, and there is no Minimum Public Float at the time of such Retirement, Disability or death, each of the Purchaser and the Purchaser’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Purchaser’s Group”) shall have the right (subject to Section 6 hereof) for 90 days after the date of termination of such employment, to sell to the Company, on one occasion for the Purchaser’s Group, any or all of the Rights and the Shares then held by the Purchaser’s Group at the price set forth in Section 5.3 and the Company shall be required to purchase (subject to Section 6 hereof) such Rights and Shares at such price.
(b) Each member of the Purchaser’s Group who desires to sell any or all of its Shares or Rights shall, not later than 90 days after the date of termination of employment, send to the Company written notice of the Purchaser’s Group’s intention to sell Shares or Rights pursuant to this Section 5.1, specifying the number of Shares and Rights to be sold. The closing of the purchase shall take place at the principal office of the Company within 10 days after the giving of such notice as designated in writing by the Company.
(c) If the Purchaser or the Purchaser’s Permitted Transferees do not exercise the put right pursuant to this Section 5.1, then upon expiration of such 90-day period, the Company shall have a call right with respect to such Shares and Rights held by the Purchaser and the Purchaser’s Group for a period of 30 days exercisable upon notice to the Purchaser or the Purchaser’s Group that the Closing will take place at the principal office of the Company within 10 days after the giving of such notice.
Put. If the registration statement relative to the Securities has not been declared effective within 12 months of the date of this letter agreement, then you may, on 30 days’ notice to the Company, require the Company to repurchase the Securities for a purchase price of $75,000.
Put. Optionee may require the Company to redeem these Warrants or the shares of common stock issued upon exercise of the Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W "Fair Market Value" as agreed to by Company and Optionee, or in the absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the Company determined in accordance with the following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the earnings of the Company before interest, taxes, depreciation and amortization. The EBITDA utilized for determining the value of the Company shall be the greater of (i) EBITDA for the last fiscal year immediately preceding the redemption of the Warrants or shares, or (ii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If "Fair Market Value" is to be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the other that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that the business of the Company is ongoing. The mean of the values determined in each such appraisal shall constitute "Fair Market Value". The cost of the appraisals shall be borne by the Company. No adjustment shall be made to the price per share determined pursuant to the foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a minority interest in the stock of the Company. All computations and determinations for the purpose of the foregoing...
Put. During (a) the thirty (30) day period following the Reference Date or (b) the ten (10) day period following the date that the Company gives the SNR Members written notice of a Liquidation Event or a Deemed Liquidation Event if such notice precedes the expiration of the period set forth in clause (a) (including, for the avoidance of doubt, if such notice precedes the Reference Date), SNR shall have the right (the “Put Right”) to require the Company to purchase all (but not less than all) of the collective Interests held by the SNR Members at a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the SNR Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the “SNR Capital”), plus (ii) an amount equal to a *** per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.1(b)) previously made or deemed made to the SNR Members by the Company (collectively, the “SNR Return”); provided, that, if (x) SNR and/or the Company has acted, or failed to act, in a manner that is a Significant Violation, and (y) the Auction Benefits of the License Company are reduced or eliminated as the result of such Significant Violation, then, upon a complete redemption (including the receipt by the SNR Members of the full redemption price in cash) of the SNR Member’s Interests as set forth in Section 11.4, the Put Right shall be void and unenforceable and the applicable provisions of Section 11.4 shall govern. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act.
Put. Subject to Section 7(d) hereof, if the Holder's Employment is terminated for any reason other than cause, the Holder will have the right (a "Put"), for a period of 180 Qualified Days commencing on the Employment Termination Date, exercisable by delivery of written notice (the "Put Notice") to BCSG, to require BCSG to purchase for the Put Price (as defined below) any part or all of the Shares then owned by the Holder which has been issued upon exercise of the Holder's Option or which is issuable upon the exercise of the Holder's Option (the Shares or the underlying Option described in each Put Notice is referred to collectively as the "Put Shares"). For purposes hereof, a "Qualified Day" is any day on which BCSG is not prohibited by law or by any agreement to which it is bound from purchasing Shares pursuant to a Put. The Holder may not deliver more than one Put Notice. A Put Notice, once delivered, shall be irrevocable. The date on which a Put Notice is so delivered by the Holder shall be referred to as the "Put Exercise Date."
Put. At the request of USWeb at any time during the period during which the Option is exercisable pursuant to Section 2, provided that an event specified in Sections 7.1(f) or 7.1(h) of the Merger Agreement shall have occurred and the CKS Termination Fee (as defined in the Merger Agreement) has become payable pursuant to Section 7.3(b) of the Merger Agreement (the "Purchase Period"), CKS (or any successor entity thereof) shall purchase from USWeb the Option Shares, if any, acquired by USWeb pursuant to this Agreement, at a price equal to the sum of (i) the Exercise Price paid by USWeb for the Option Shares acquired pursuant to the Option plus (ii) the difference between the "Market Price" for such Option Shares as of the date USWeb gives notice of its intent to exercise its rights under this Section 7(a) and such Exercise Price (but only if the Market Price is greater than the Exercise Price), multiplied by the number of Option Shares so purchased. Notwithstanding any other provision of this Agreement, CKS shall not be required pursuant to this Section 7 to pay USWeb any amount in excess of an aggregate of (x) twelve million dollars ($12,000,000) plus (y) the Exercise Price paid by USWeb for the Option Shares acquired pursuant to the Option minus (z) any amounts paid to USWeb by CKS pursuant to Sections 7.3(b) of the Merger Agreement. For purpose of this Section 7(a), "Market Price" means the average closing sale price of CKS Common Stock on the Nasdaq National Market during the five (5) trading days ending on the trading day immediately preceding such date).
Put. In the event that Participant ceases to be employed by the Company or any of its Subsidiaries for any reason, other than as a result of Participant’s termination for Cause or Participant’s resignation without Good Reason, the Participant (or his heirs or estates) may require the Company to purchase (the “Put”) any Executive Stock or Warrants purchased by Executive under this Agreement and not repurchased by the Sellers or the Company pursuant to paragraph 2 above. The purchase price for each Warrant or for each share of Executive Stock purchase by the Company pursuant to the Put shall be at a price per share equal to Fair Market Value thereof (as of the date the Put is exercised), unless (as a result of a delay in the determination of Fair Market Value or otherwise) the closing of such purchase occurs more than 180 days after the Put is exercised, in which case, the Put shall be at a price per share equal to the Fair Market Value as determined within 45 days prior to such closing.
