Put and Call Clause Samples
Put and Call. (a) In the event of the occurrence of a Change of Control (as hereinafter defined) (such event being hereinafter referred to as a "Change in Control Event"), you may, by written notice to us given not more than 60 days following the Change in Control Event (the "Put Notice"), require us to purchase 1,000,000 shares of common stock of the Company then owned by you (subject to adjustment pursuant to section 10(f) of this letter). (The shares of common stock of the Company or other securities or property subject to the Put Notice are referred to as the "Put Shares".) Any such purchase and sale shall be effected on the date which is the 90th day following the Change in Control Event or, if not a business day, the next following business day (the "Put Closing Date"). The per Put Share price shall be equal to the Fair Market Value (as hereinafter defined) of a Put Share as of the date of the Change in Control Event, subject to the provisions of section 11 of this letter (such applicable per Put Share price is hereinafter referred to as the "Put Purchase Price"). Your rights pursuant to this section 10(a) are referred to hereinafter as the "Put".
(b) If on May 31, 2002 (the "Call Notice Date"), any amounts borrowed under the Line of Credit or any interest thereon remain outstanding, we may, by written notice to you given at least 120 days prior to the Call Notice Date (the "Call Notice"), require you to sell to us a sufficient number of shares of common stock of the Company, up to 1,000,000 shares (subject to adjustment pursuant to section 10(f) of this letter), to pay off such outstanding amounts. (The shares of common stock of the Company or other securities or property subject to the Call Notice are referred to as the "Call Shares".) Any such purchase and sale shall be effected on the Call Notice Date or, if not a business day, the next following business day (the "Call Closing Date"), and at a per Call Share price (the "Call Purchase Price") equal to the greater of (i) $6.00 per Call Share (the "Floor Price") and (ii) the Fair Market Value of a Call Share as of the date of the delivery of the Call Notice. Our rights under this section 10(b) are exercisable regardless of whether we at any time have a valid, binding security interest in any shares of common stock of the Company or other securities or property or whether you own any such shares at the time of our exercise of these rights or on the Call Closing Date. Our rights pursuant to this section 10(b) are ...
Put and Call. Make any payments to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in respect of the Put (as defined in the Acquisition Documents) or otherwise exercise the Call (as defined in the Purchase Agreement) if a Default or Event of Default has occurred and is continuing or could reasonably be expected to result therefrom.
Put and Call. (a) Following the termination of Shareholder’s employment with the Company (i) on or after December 31, 2009 (for any reason), (ii) upon (A) Shareholder’s death or disability pursuant to Section 5 of the Employment Agreement or (B) the mutual agreement of Shareholder and the Company, (iii) by Shareholder pursuant to clause (a) or (b) of Section 7 of the Employment Agreement, (iv) by the Company in breach of the Employment Agreement, or (v) for any reason upon or following a Change in Control, Shareholder or his estate or legal representatives (as the case may be) shall have the right to require the Company to purchase all (but not less than all) Eligible Shares, which right shall be exercisable by Shareholder or any Permitted Lodovic Holder upon written notice to the Company during the one hundred eighty (180) days following such termination. Any purchase pursuant to the prior sentence shall be made at 100% of Fair Market Value of the Eligible Shares so purchased, provided that in the case of an exercise of the right described in clause (i) of this Section 1(a) in connection with termination of employment between December 31, 2009 and June 30, 2010, the Fair Market Value of 5% of Eligible Shares so purchased shall be determined as of the earlier of (x) July 1, 2010 and (y) the date Shareholder or his estate or legal representatives (as the case may be) has knowledge of the occurrence of a Change in Control (the “Delayed Fair Market Value”). If the proviso to the preceding sentence is applicable, and the date of determination of the Delayed Fair Market Value is after the date of closing of the purchase, then (i) the purchase price for 100% of Eligible Shares shall be paid at the closing of the purchase as if the Fair Market Value on the date of termination of Employment (the “Initial Fair Market Value”) were the Delayed Fair Market Value, (ii) at the closing 5% of the purchase price shall be deposited in escrow with an escrow agent reasonably acceptable to the Shareholder and the Company, (iii) promptly following determination of the Delayed Fair Market Value, the escrow agent shall pay the amount held in escrow (up to the amount of the Delayed Fair Market Value of 5% of Eligible Shares, plus interest as provided below) to Shareholder and, if the amount held in escrow is greater than the payment to the Shareholder, the escrow agent shall pay the balance to the Company, and (iv) if the amount held in escrow is less than the amount of the Delayed Fair Market ...
Put and Call. At any time after February 18, 2005, subject to the provisions of section 8.10:
8.1.1 SGF Sante may, from time to time, require DHI to purchase from it (the "Put"), all and not less than all of the Shares and Convertible Securities of the Corporation owned by SGF Sante (the "Put Shares"); and
8.1.2 subject further to the provisions of section 8.4, DHI may, from time to time, require SGF Sante to sell to it (the "Call") all and not less than all of the Shares and Convertible Securities of the Corporation owned by SGF Sante (the "Call Shares"), at a price equal to the Fair Market Value thereof as of the date of the giving of the Put Notice or Call Notice, as the case may be, described in section 8.2.
Put and Call. 17 ARTICLE 4 CAPITAL CONTRIBUTIONS
Put and Call. The Shareholders shall grant to Mediconsult the right (the "Call Right") to purchase all but not less than all of the Company Shares. Mediconsult shall grant to the Shareholders the right (the "Put Right") to require Mediconsult to purchase all of the Company Shares. The Put Right may be exercised by the Shareholders only (i) after the delivery by the Shareholders of audited financial statements of the Company in accordance with SEC requirements for the period from the inception of the Company through December 31, 1998, which audited financial statements may not be materially different from the unaudited financial statements of the Company for such period previously delivered to Mediconsult and (ii) upon confirmation, in a form reasonable satisfactory to Mediconsult, that Company web site traffic at the time of the exercise of the Put Right has not materially decreased from the date of this Memorandum. The accounting firm will be selected and paid by Mediconsult. The Put Right may not be exercised prior to the earlier of (i) the date ten days after the effective date of the S-1 registration statement or (ii) the date the S-1 is abandoned or withdrawn from the registration process. Mediconsult acknowledges the existence of the loan to the Company by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the original principal amount of $53,500 and agrees that after the exercise of the Put Right or the Call Right, the obligation shall remain an obligation of the Company and shall be paid pursuant to its terms and conditions. Each of the Put Right and the Call Right may be exercised only one time and must be exercised, if at all, prior to the date six months after the date of this Memorandum.
Put and Call. 5.2.1 Watsco and Rheem hereby agree that the "put" and "call" provisions contained in Section 3 of each of the Subscription and Shareholders' Agreements shall continue to be valid, binding and enforceable obligations of each of Watsco and Rheem and, except as provided below, no such "put" or "call" shall be exercisable prior to the tenth (10th) anniversary of the date of this Agreement, if not terminated sooner:
Put and Call. (a) During the Option Period, each Holder or, in respect of a Certificate which is a Book-Entry Certificate, each Certificate Owner, of a Certificate (other than a Class X or Class A-R Certificate), may exercise the related Put Option by written notice to the Trustee or, to the extent that such Certificate is a Book-Entry Certificate, to the Depository. Any such written notice by a Holder or Certificate Owner to the Trustee must be substantially in the form of the Put Option Notice and must be made at the Corporate Trust Office of the Trustee. Any exercise by such Holder or Certificate Owner of the related Put Option shall be void and without effect unless, at all times during the period beginning on the date of such exercise to and including the Put and Call Date, such Holder or Certificate Owner is the beneficial owner of the relevant interest or interests in such Certificate. Except as provided in the immediately preceding sentence, notice by any such Holder or Certificate Owner of the exercise of the related Put Option shall be irrevocable.
(b) Upon the exercise by Holders of the Class A-1 and Class A-2 Certificates of the Put Options in respect of more than 90% of the aggregate outstanding Certificate Principal Balance of the Class A-1 and Class A-2 Certificates, the Standby Purchaser may exercise its related Optional Call during the period commencing on the Business Day following the end of the Option Period and ending on the day which is ten days prior to the Put and Call Date by providing written notice to the Trustee during such period in substantially the form of the Optional Call Notice; provided, however, that such Optional Call shall be exercisable by the Standby Purchaser only with respect to all, but no fewer than all, of the Class A-1 and Class A-2 Certificates in respect of which the related Put Options were not exercised during the Option Period. Notice by the Standby Purchaser of the exercise of the Optional Call shall be irrevocable.
(c) Upon the exercise by Holders of the Subordinate Certificates of the Put Options in respect of more than 90% of the aggregate outstanding Certificate Principal Balance of the Subordinate Certificates, the Standby Purchaser may exercise its related Optional Call during the period commencing on the Business Day following the end of the Option Period and ending on the day which is ten days prior to the Put and Call Date by providing written notice to the Trustee during such period in substantially the form ...
Put and Call. Option means a put and call option agreement based on a term sheet entered into by the parties on or about the date of this Agreement.
Put and Call. Enel and the Buyer, simultaneously with the execution of this Agreement, sign and exchange between them the Put and Call Option Agreement relating to no. 9,166,620 shares of the Company.