Put and Call. Make any payments to Xxxxxxx Xxxxxxxx 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) 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".
Put and Call. At any time during which the Target Option is exercisable pursuant to Section 2 hereof (the "Repurchase Period"), upon demand by Acquiror, Acquiror shall have the right to sell to Target (or any successor entity thereof) and Target (or such successor entity) shall be obligated to repurchase from Acquiror (the "Put"), and upon demand by Target, subject to Section 7(c) hereof, Target (or any successor entity thereof) shall have the right to repurchase from Acquiror and Acquiror shall be obligated to sell to Target (or such successor entity) (the "Call"), all or any portion of the Target Option, at the price set forth in subparagraph (i) below, or, at any time prior to March 31, 1998 all or any portion of the Target Shares purchased by Acquiror pursuant thereto, at a price set forth in subparagraph (ii) below:
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. (a) During the 90-day period (the "Put/Call Period") beginning on the third anniversary of the date hereof, ZNC shall have the right to sell to AHC and AHC shall be required to purchase from ZNC (the "Put"), and AHC shall have the right to purchase from ZNC and ZNC shall be required to sell to AHC (the "Call"), all but not less than all of the Securities owned by ZNC (the "ZNC Interest"); provided, that the Put or Call may be exercised earlier if the Companies (as defined in that certain Amended and Restated Securities Purchase Agreement, dated as of March 15, 1999, (the "Purchase Agreement"), by and among the parties hereto and HomeMax Operating Properties, L.L.C., a Delaware limited liability company ("HOP")) achieve an aggregate of $5,000,000 in consolidated earnings before interest and taxes ("EBIT") for any four consecutive calendar quarters.
Put and Call. RIGHTS Section 6.1 Put Rights and Call Rights.................................. 13 Section 6.2
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 Class A-1, Class A-2 or Class A-3 Certificate, may exercise the related Put Option by written notice to the Trustee or, to the extent that such Class A-1, Class A-2 or Class A-3 Certificate is a Book-Entry Certificate, to the Depository. Any such written notice by a Holder of a Class A-1, Class A-2 or Class A-3 Certificate 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 the Holder or Certificate Owner of a Class A-1, Class A-2 or Class A-3 Certificate 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 Class A-1, Class A-2 or Class A-3
Put and Call. At any time after February 18, 2005, subject to the provisions of section 8.10:
Put and Call. 17 ARTICLE 4 CAPITAL CONTRIBUTIONS
Put and Call. (a) Investor may at its option require the Class A Member to purchase (which purchase may, at the option of the Class A Member, be made through a redemption by the Company or a purchase by the Class A Member, an Affiliate of the Class A Member or a third party designated by the Class A Member) all (but not part) of Investor's Membership Interest effective on a date (that date or any date similarly designated under Section 3.09(c) called the "Option Exercise Date") that is (i) the fifth anniversary of the Effective Date or (ii) the first day of any calendar year thereafter, as provided in this Section 3.09. To exercise this option, Investor must give the Class A Member notice of the exercise (an "Option Exercise Notice") on or before the 180th day prior to the Option Exercise Date.
