Put and Call Options Clause Samples
A Put and Call Options clause establishes the rights of parties to require the sale or purchase of an asset, typically shares or property, at a predetermined price within a specified timeframe. In practice, a 'put option' allows one party to compel the other to buy the asset, while a 'call option' gives a party the right to require the other to sell. This mechanism is often used in joint ventures or shareholder agreements to provide flexibility for exit strategies or to resolve deadlocks. The core function of this clause is to offer certainty and control over future ownership changes, thereby managing risk and facilitating smoother transitions between parties.
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Put and Call Options. (a) Subject to all Applicable Laws and all outstanding amounts due to the Vendors under the Sale and Purchase Agreement having been settled in full, during the period of five (5) years following the completion date of the Acquisition (the “Call Option Period”), ▇▇▇▇ shall have the option (but not the obligation) (the “Call Option”), exercisable by serving a written notice (a “Call Option Notice”) on Templewater, to purchase all or part of the Shares then held by Templewater at the price of HK$500,000 per Share (the “Call Price”) plus an amount which represents an interest accruing at the rate of 3% per annum (simple interest) on the Call Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Call Option Period up to but excluding the date of exercise of the Call Option (the “Call Interest”) (the Call Price and the Call Interest together, the “Call Consideration”), provided that the Shares being the subject matter of each Call Option Notice shall be in the integral multiples of one hundred (100). The Call Option shall, subject to the terms hereof, remain valid and exercisable by ▇▇▇▇ during the Call Option Period as long as Templewater remains a Shareholder notwithstanding any previous exercise of the Call Option.
(b) Subject to all Applicable Laws, if Templewater remains a Shareholder, at any time during the period of two (2) years following the end of the Call Option Period (the “Put Option Period”), Templewater shall have the option, exercisable by serving a written notice (a “Put Option Notice”) on Hans, to require Hans to purchase the Shares held by Templewater (and not being the subject matter of any Call Option Notice) on the commencement date of the Put Option Period (the “Put Option”, and the total number of Shares then held by Templewater at the commencement of the Put Option Period shall be referred to as the “Put Option Shares”) at the price of HK$500,000 per Share (the “Put Price”) plus an amount which equals to the sum of (i) an interest accruing at the rate of 3% per annum (simple interest) on the Put Price for the duration of the Call Option Period, and (ii) an interest accruing at the rate of 5% per annum (simple interest) on the Put Price calculated based on the actual days elapsed in a 365-day year for the period commencing on (and including) the first day of the Put Option Period up to but excluding the date of exercise of the Put Option (the “Put Interest”) (...
Put and Call Options. Notwithstanding the foregoing provisions of this Article III, pursuant to a separate put and call agreement entered into concurrently herewith (the "Put/Call Agreement"), LGII shall have an option to purchase the shares of Common Stock held by BCP and PSIM, and BCP and PSIM shall have an option to require LGII to purchase the shares of Common Stock held by BCP and PSIM, subject, in each case, to the provisions of the Put/Call Agreement. Transfers of Common Stock in accordance with the exercise of the Options described in the Put/Call Agreement shall be permitted notwithstanding anything to the contrary in Sections 3.1, 3.2 or 3.3 hereof.
Put and Call Options. Any holder of Covered Management Shares may Transfer any or all of such Shares pursuant to Article VI, without regard to any other restrictions on transfer contained elsewhere in this Agreement, provided that if such Shares are Transferred to any member of a Principal Investor Group pursuant to Section 6.7, such Shares shall conclusively be deemed thereafter to be Shares under this Agreement.
Put and Call Options. (a) Executive's Put Option
Put and Call Options. Seller shall have a put option (the "Put Option") with respect to Seller's interest in the stock of Natural Gas and Gathering and Buyer shall have a call option (the "Call Option") with respect to Seller's interest in the stock of Natural Gas and Gathering, both on mutually agreeable terms to be negotiated in good faith between Seller and Buyer.
Put and Call Options. Subject to the terms and conditions of this Deed and with effect from the Effective Date, the Transferee Company hereby grants to each of the Sellers an option to require the Transferee Company to purchase (the "Put Option"), and each of the Sellers hereby grants to the Transferee Company an option to purchase (the "Call Option"), the number of Midco 3 Loan Notes set out opposite each Seller's name in column (2) of Schedule 1.
Put and Call Options. (a) ALS hereby grants to ALE, and shall confirm in each Project Entity Operating Agreement, the right to sell to ALS all (but not less than all) of ALE's equity interest in any one or more Project Entities at the purchase price (determined as set forth below) for ALE's interest in such Project Entity or Entities pursuant to the terms and conditions set forth herein ("Put Option"). The Put Option with respect to a Facility shall be exercisable by ALE at any time from and after the earlier to occur of (i) achievement of 75% Occupancy at such Facility (the "75% Trigger"); or (ii) the six month anniversary of the issuance of the Certificate of Occupancy for the Facility owned by such Project Entity, through and until the tenth (10th) anniversary of the date of issuance of the Certificate of Occupancy for such Facility (such period, the "Put/Call Period"). ALE shall not be entitled to exercise a Put Option in any given Put Year (as hereafter defined) utilizing the 75% Trigger if during the then-existing Put Year ALE's equity interest in one or more Facilities already have been put to ALS utilizing such 75% Trigger, and such equity interests have an aggregate purchase price in excess of $5 million. "Put Year" shall refer to each consecutive twelve (12) month period commencing on the first day of the first Put/Call Period.
Put and Call Options. The Fund may buy and sell certain kinds of put options (puts) and call options (calls). These strategies are described below. |_| Writing Covered Call Options. The Fund may write (that is, sell) call options. The Fund's call writing is subject to a number of restrictions:
Put and Call Options. 1) SMX shall have the right to terminate its Warrants or, if exercised, redeem all of its Shares in the event that any of the following occurs (the “Put Option”), subject to a ten (10) days written notice to FREYR (the “Put Option Notice”):
(i) FREYR materially fails to perform or materially breaches any obligation or warranties under this Agreement and such failure or breach is not cured within thirty (30) days after dispatch of the notice requesting by SMX to remedy the breach;
(ii) three (3) years have passed since SMX subscribed for the Warrants and no supply agreement has been entered into between FREYR and SMX; or
(iii) as long as SMX has not exercised the Warrants; either ATS Next AS, Teknovekst NUF, or EDGE Global LLC (the “Major Shareholders”) sell or transfer all of its Shares. If SMX exercises its Put Option, the Service Fee of EUR 375,000 shall become due and payable in cash. FRYER shall also pay interest on the Service Fee of EUR 375,000 at the rate of 2% per annum, which accrues on a daily basis, from the Warrants Issuance Date until payment of the Service Fee of EUR 375,000. The termination of Warrants or redemption of Shares (as applicable) by SMX and the payment by FREYR of the Service Fee together with the interests shall be completed within 14 days after FREYR has received the Put Option Notice.
2) The Put Option shall automatically terminate at the earliest of (i) a Qualified Transaction Event (as defined below) having occurred, or (ii) at September 30, 2023.
3) In the event that it becomes apparent that a Qualified Transaction Event will occur, FREYR may notify SMX of it in writing (the “Call Option Notice”) no later than ten (10) days before the closing of the Qualified Transaction Event. Only if FREYR has issued the Call Option Notice in accordance with the preceding sentence, FREYR shall have the right to terminate the Warrants unless the Warrants have been exercised within 10 days after SMX has received the Call Option Notice from FREYR, provided however that the Warrants must be exercised, and the Shares issued, prior to closing of the Qualified Transaction Event (the “Call Option”). If FREYR exercises its Call Option, SMX shall have the right to elect to receive payment in cash in lieu of exercising the Warrants of an amount equal to the Service Fee of EUR 375,000 in addition to interest on the Service Fee of EUR 375,000 at the rate of 2% per annum, which accrues on a daily basis, from the Warrants Issuance Date until payment of ...
Put and Call Options. Subject to the limitations and restrictions described below and applicable securities laws, Seller may, in its sole discretion, sell any or all of its 84,500 shares of vested FDI common stock received by it and one-half of any additional shares of FDI common stock that vests pursuant to Section 1.5 i) (maximum of 200,000 shares) to Fortune and Fortune shall purchase any of Seller's shares of vested FDI common stock offered by Seller. The put price per share shall be $1.00. Seller may only exercise this put option during the seven (7) day period following the final determination of EBIT (pursuant to Section 1.5 ii)). Any closing on a sale of any or all of the shares of vested FDI common stock to Fortune shall occur within ninety (90) days of Fortune's receipt of written notice from Seller requesting exercise of its put option. In addition, Fortune may, in his sole discretion, call one-half of any additional shares of FDI common stock that vests pursuant to Section 1.5 i) (maximum of 200,000 shares) from Seller and Seller shall sell any of Seller's shares of vested FDI common stock that are called by Fortune. The call price per share shall be $1.50. Fortune may only exercise this call option during the twenty-one day period following the final determination of EBIT (pursuant to Section 1.5 ii)). Any closing on a sale of any or all of the shares of vested FDI common stock to Fortune shall occur within ninety (90) days of Seller's receipt of written notice from Fortune requesting exercise of his call option.