Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") the Warrants granted pursuant to this Warrant Agreement for a period of sixty (60) days immediately prior to the Expiration Date, at a purchase price (the "Put Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of such Warrants.
(b) Holder may exercise the Put by delivery of written notice (the "Put Notice") of such exercise to the Company in the manner and at the address of the Company set forth in Section 14 hereof. The Company shall pay to Holder, in cash or by wire transfer of immediately available funds, the Put Price within thirty (30) days of the receipt of the Put Notice.
(c) For purposes of this Section 9, the Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant Agreement shall be determined as follows:
(i) The Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrants granted pursuant to this Warrant Agreement, assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom is under any compulsion to sell or to buy.
(ii) If the higher of the two appraisals is not ten percent (10%) greater than the lower of the appraisals, the Fair Market Value shall be the average of the two appraisals. If the higher of the two appraisals is equal to or greater than ten percent (10%) more than the lower of the two appraisals, then a third appraiser shall be appointed by the two appraisers, and if they cannot agree on a third appraiser, the American Arbitration Association shall appoint the third appraiser. The third appraiser, regardless of who appoints him or her, shall have the same qualifications as the first two appraisers.
(iii) The Fair Market Value after the appointment of the third appraiser shall be the mean of the three appraisals.
(iv) The fees and expenses of the appraisers shall be paid one-half by the Company and one-half by the Holder.
Put Agreement. (a) The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the "Put") this Warrant for a period of 30 days immediately prior to the expiration thereof, at a purchase price (the "Purchase Price") equal to the Fair Market Value (as hereinafter defined) of the shares of Common Stock issuable to Holder upon exercise of this Warrant less the exercise price of such Shares.
(b) The Company shall pay to the Holder, in cash or certified or cashier's check, the Purchase Price in exchange for the delivery to the Company of this Warrant within thirty (30) days of the receipt of written notice, addressed as set forth in Section 3 hereto, from the Holder of its intention to exercise the Put.
(c) The Fair Market Value of the shares of Common Stock of the Company issuable pursuant to this Warrant shall be determined as follows:
(i) Using the previous five day average closing bid price for the day or, where no sale is made on that day, the average of the closing bid and asked prices for that day on the Nasdaq Stock Market or the OTC Bulletin Board if the securities are at the time listed or quoted thereon, respectively, or, if it is not so listed or quoted, on any other national securities exchange selected by the Company on which it is at the time listed. If at the applicable time the Common Stock is quoted on the OTC Bulletin Board, the foregoing calculations shall be based on a Trade and Quote Summary Report from the OTC Bulletin Board Research Service if available, and if not, on any other publicly available data reasonably deemed reliable by the Company.
(ii) By mutual agreement of the Company and the Holder;
(iii) By an investment banking company selected by the Company and the Holder;
(iv) If the Company and the Holder cannot agree on an investment banking company, then the Company and the Holder shall each appoint an independent, experienced appraiser who is a member of a recognized professional association of business appraisers. The two appraisers shall determine the value of the shares of Common Stock which would be issued upon the exercise of the Warrant, taking into consideration all factors deemed by such appraiser to be relevant, including that such shares would constitute a minority interest, and would lack liquidity, and further assuming that the sale would be between a willing buyer and a willing seller, both of whom have full knowledge of the financial and other affairs of the Company, and neither of whom ...
Put Agreement. The Put Agreement, duly executed and delivered by the State Auto Obligors and the Agent.
Put Agreement. Purchaser and Sellers shall enter into the Put Agreement.
Put Agreement. The Company hereby irrevocably grants and issues to Holder the right and option to sell to the Company (the “Put”) during the Put Period (as hereinafter defined), at a purchase price (the “Put Price”) equal to the Fair Market Value (as determined under subsection (c) below) of the shares of Common Stock issuable to Holder upon exercise of this Warrant less the Exercise Price. Capitalized terms not otherwise defined in this Section shall have the meaning ascribed to them in the Loan Agreement.
Put Agreement. Concurrently with and as a condition to the Closing, Emeritus shall cause Xxxxxx X. Xxxx to enter into the Put and Purchase Agreement ("Put Agreement") more particularly described in the Supplemental Agreement.
Put Agreement. The Put Agreement shall be in full force and effect and Purchaser shall not be in breach of the Put Agreement.
Put Agreement. The Put Agreement shall be in full force and effect and enforceable in accordance with its terms.
Put Agreement. The Put Agreement duly executed by BII.
Put Agreement. Purchaser hereby grants to Seller a "put" to sell to Purchaser its remaining 1,000,000 shares of ORA Common Stock at the put price of $3.00 per share, commencing 12 months from the date of this Agreement as follows: At any time after the ORA Common Stock has traded at a bid price of at least $4.50 per share for a period of ten (10) consecutive trading days, Seller shall have the right to "put" the remaining 1,000,000 shares to Purchaser at a price of $3.00 per share. Purchaser shall make four (4) equal quarterly payments of $750,000 to Seller commencing 15 days after written notice of the "put" to pay for the shares.
