Put and Call Sample Clauses

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 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) 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. The right of Shareholder or any Permitted Lodovic Holder to require the Company to purchase such Eligible Shares pursuant to this paragraph (a) shall terminate upon the occurrence of an Eligible IPO unless previously exercised. (b) Following any termination of Shareholder's employment with the Company other than terminations described in the preceding paragraph (a) of this Section 1, (i) the Company shall have the right to purchase all (but not less than all) Eligible Shares, which right shall be exercisable by the Company upon written notice to Shareholder or his estate or legal representatives (as the case may be) during the one hundred eighty (180) days following such termination, and (ii) Shareholder and Permitted Lodovic Holders shall have the right to require the Company to purchase all (but not less than all) Eligible Shares, which right shall be exercisable by written notice during the one hundred eighty (180) day period commencing on the earlier of (x) June 30, 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 (occurring after the date of termination of Shareholder's employment with the Company). Any purchase pursuant to the prior sentence shall be made at the following stated percentages of Fair Market Value of the Eligible Shares so purchased: if Shareholder's employment with the Company terminates on or after December 31, 2009, 100%; for termination on or after December 31, 2008 and befo...

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) 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. (b) Promptly after receipt of an Option Exercise Notice from Investor, the Class A Member shall notify ECT in writing of the receipt of the Option Exercise Notice and shall afford ECT the option, exercisable for a period of fifteen Business Days following receipt of such notice from the Class A Member, to (i) 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 ECT's Membership Interest effective on the Option Exercise Date, or (ii) remain as a Class B Member of the Company. A failure to respond to the notice given by the Class A Member within the fifteen Business Day period described above shall constitute an election by ECT to remain a Class B Member of the Company. (c) The Class A Member may at its option cause the Company to redeem from Investor, or require Investor to sell to the Class A Member (or an Affiliate of the Class A Member or a third party designated by the Class A Member), all (but not part) of such Investor's Membership Interest effective on an 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, the Class A Member must give Investor notice of the exercise on or before the 180th day prior to the Option Exercise Date. (d) The price for any redemption or purchase and sale of a Membership Interest under this Section 3.09 shall be the amount determined in accordance with Exhibit B. The purchase price sh...

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.

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 Xxxx Xxxxxxxxx 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. At any time after the fifth anniversary of the date hereof, 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. (a) At any time during the 60-day period commencing on the fifth anniversary of the Closing Date, each Subject Transferee may, by written notice to MTVNS (the "Put Notice"), require MTVNS to purchase all, but not less than all, of the Tune Partnership Interest held by such Subject Transferee. Any such purchase or sale shall be effected, for cash, on the date which is the 120th day following the fifth anniversary of this Agreement, or (if not a Business Day) the next following Business Day (the "Put Closing Date") and at a price equal to the product of (x) the Tune Partnership Interest Value with respect to the aggregate amount of the Tune Partnership Interests covered by the Put Notices (the "Put Interest") as of the fifth anniversary of the date hereof and (y) a fraction, the numerator of which is the Percentage