Put and Call Options. OPTION PURCHASE ------------------------------------
(a) At any time after the third anniversary of the date of Closing of this Agreement (the "Initial Closing Date"), Purchaser (or Purchaser's nominee) shall have the right to buy (the "Call Option") and the Sellers shall have the right to cause Purchaser (or Purchaser's nominee) to buy (the "Put Option") all, but not less than all, of an aggregate of 11 shares of X Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Initial Closing Date) and an aggregate of 11 shares of Y Corporation Common Stock (as adjusted for any stock splits, reverse stock splits, or combinations subsequent to the Closing), such shares representing eleven percent (11%) of the Outstanding Shares of each of X Corporation and Y Corporation, respectively (the "Remaining Shares").
(b) In the event that Purchaser wishes to exercise the Call Option, Purchaser shall send written notice to the Sellers specifying: (A) that it wishes to purchase the Remaining Shares from the Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Call Closing Date"), for the closing of such sale (the "Call Closing").
(c) In the event that Sellers wish to exercise the Put Option, the Sellers shall send written notice to Purchaser specifying: (A) that Sellers wish to cause Purchaser to purchase the Remaining Shares from Sellers in accordance with the terms and conditions contained herein and (B) a time, place and date, which is not later than thirty (30) business days and not earlier than fifteen (15) business days from the date such notice is given (the "Put Closing Date"). The Call Closing Date or the Put Closing Date, as applicable, is herein referred to as the "Closing Date").
(d) Upon the exercise of either the Put Option or the Call Option, each Seller shall certify in writing to Purchaser (and to Purchaser's nominee) that the following is true and correct as of the Put Closing Date or Call Closing Date, as the case may be:
(i) The Remaining Shares of each Corporation are duly authorized, validly issued, fully paid and nonassessable. Each Seller is the record and beneficial owner of, and has good title to, their respective Remaining Shares of each of the Corporations, as set forth on Exhibit C hereto, --------- fr...
Put and Call Options. 8.1 The Put and Call Options referred to in this clause will be conditional upon the Investor paying the Subscription Balance in accordance with clause 4. If the Subscription Balance is not paid in accordance with such clause the Put and Call Options referred to in this clause will lapse and be of no further force or effect.
8.2 GMN hereby grants the Investor the right to sell to GMN and to require GMN to purchase the Subscription Shares in accordance with the provisions of this clause ("PUT OPTION").
8.3 The Investor grants GMN the right to purchase from the Investor and to require the Investor to sell the Subscription Shares in accordance with the provisions of this clause ("CALL OPTION").
8.4 Provided that the Call Option Notice has not been previously served pursuant to clause 8.5, the Investor may exercise the Put Option on one occasion only in relation to all the Subscription Shares at any time before 31 December 2007 by not less than 7 days' notice in writing to GMN ("PUT OPTION NOTICE"). If a Put Option Notice is served in accordance with this clause and the Subscription Shares have been sold and transferred to GMN pursuant to such notice, the Call Option will lapse and be of no further force or effect.
8.5 Provided that a Put Option Notice has not been previously served pursuant to clause 8.4, the Call Option may be exercised by GMN at any time after the date on which South African exchange control regulations are abolished (as defined below), on not less than 7 days notice in writing to the Investor ("CALL OPTION NOTICE"), or on 31 December 2007 whichever is the earlier. Unless previously exercised, GMN will be deemed to have exercised the Call Option on 31 December 2007 unless GMN shall have given 10 days prior written notice that the Call Option should not be exercised on that date. For the purpose of this clause 8.5 South African exchange controls shall be deemed to have been abolished on the earlier of the effective date on which:
8.5.1 South African exchange controls are abolished in their entirety; or
8.5.2 South African exchange controls are modified to the extent that there is no material restriction, prohibition, hindrance or similar encumbrance, on the Investor holding a minority shareholding in GMN.
8.6 The Investor will use its best endeavours to obtain as soon as practicable any approvals from the South African Reserve Bank or from any other relevant body ("APPROVALS") which may be necessary to enable the transactions contemplated by...
Put and Call Options. (a) Executive's Put Option
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. 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. 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.
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) 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. 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. (a) ALS hereby grants to CCC, and shall confirm in the Entity Documents for each ALS-East Entity, the right to sell to ALS all (but not less than all) of the CCC Member Interest in any one or more ALS-East Entities at the fair market value (determined as set forth below) of such CCC Member Interest in such ALS-East Entity or Entities pursuant to the terms and conditions set forth herein ("Put Option"). The Put Option and the Call Option (as hereinafter defined) with respect to an ALS-East Entity shall be exercisable at any time from and after the six-month anniversary of the issuance of the certificate of occupancy for the ALS-East Facility owned by such ALS-East Entity (the "6th Month Date"), through and until the tenth (10th) year anniversary of the date of issuance of the certificate of occupancy for such Facility (the "Exercise Period").
(b) At ALS' election, the purchase price for any CCC Member Interest pursuant to Section 6.5(a) shall be payable either (a) in cash or (b) in cash and a note (the "Note Option") as provided below. The Note Option shall only be available if such purchase price (or such purchase price together with the aggregate purchase price paid by ALS within the 180 day period preceding the exercise of such Put Option for CCC Member Interests pursuant to prior exercise of any Put Option(s) with respect thereto) exceeds $500,000. To the extent a Put Option is exercised and ALS is entitled to elect and so elects to pay the purchase price using the Note Option, an amount equal to 1/2 of such price shall be paid in cash at the closing of the purchase of the CCC Interest, and ALS shall give to CCC at such closing ALS's promissory note for the remaining 1/2 of the price due CCC. Such note shall provide for payment of (i) 50% of the principal amount of the note on the six-month anniversary date of the note, (ii) the balance of the principal amount of the note on the one-year anniversary date of the note, and (iii) quarterly installments of interest only in arrears at a rate of prime plus 1%. Such note shall be secured by a pledge, in form and substance satisfactory to CCC, of the CCC Member Interest so purchased and may be prepaid at ALS's option without penalty. Otherwise, the purchase price shall be paid in cash. The Put Option shall be exercised by written notice from CCC to ALS during such times as such Put Option is exercisable in accordance herewith, and the exercise by CCC of its Put Option or a failure to exercise such Put Option fo...
