Put and Call Rights Sample Clauses

Put and Call Rights. (a) Subject to and in accordance with the procedures and provisions set forth in this Article IV, in the event Participant’s employment with the Company is terminated (i) by reason of the Participant’s death or (ii) by reason of the Participant’s Disability, the Participant shall have the right to require that the Company purchase from the Participant, for a period of 90 days following the date of such termination, its Shares in whole, but not in part, at the Participant Put/Call Option Price (the “Put Option”). (b) Subject to and in accordance with the procedures and provisions set forth in this Article IV, (i) following the expiration of Participant’s employment with the Company or in the event the Participant’s employment with the Company is terminated for any reason or (ii) in the event the Participant breaches any provision of Article II or materially breaches any provision of Article V, the Company shall have the right to require that the Participant sell to the Company, at any time following such expiration or termination of employment or breach of this Agreement, its Shares in whole, but not in part, at the Participant Put/Call Option Price (the “Call Option”); provided, however, that solely in the case of Participant’s first material breach of any of the covenants set forth in Article V, in order for the Company to exercise its Call Option, the Company must first provide the Participant with written notice of the breach and a period of 10 days in order to cure such breach (to the extent that such violation may be cured).

Put and Call Rights. (a) At any time on or after the third anniversary of the Closing Date, the WISCO Member shall have a right to sell to G-P, or to obligate the Company to redeem, in WISCO's sole discretion, all or any portion of the WISCO Member's Units (the "WISCO Put") at a purchase or redemption price, as the case may be, equal to the Formula Price multiplied by a fraction, the numerator of which shall be the number of Units being sold or redeemed and the denominator of which shall be the total number of Units of the Company then outstanding (the "Put Price"); provided, however, that WISCO shall not have the right to exercise the WISCO Put on more than (3) three occasions. (b) At any time commencing after the tenth anniversary of the Closing, G-P shall have the right to purchase, and the WISCO Member shall be obligated to sell, all but not less than all of the Units owned by the WISCO Member (the "G-P Call") at a purchase price equal to the Formula Price multiplied by a fraction, the numerator of which shall be the number of Units then owned by the WISCO Member and the denominator of which shall be the total number of Units of the Company then outstanding (the "Call Price"). (c) In the event the WISCO Put or the G-P Call (either being referred to as "Option Right") is exercised, the following procedure shall be applicable: (i) The Member exercising its Option Right shall deliver a written notice to the other Member and the Company (the "Exercise Notice"). (ii) The Exercise Notice shall: (a) specify the identity of each Member electing to exercise an Option Right; (b) specify the number of Units to be sold, purchased or redeemed pursuant to such Exercise Notice; and (c) be executed by a duly authorized officer of such Member. (iii) In the event of exercise of a WISCO Put, the G-P Member or the Company, as specified in any Exercise Notice regarding such WISCO Put, shall purchase and the WISCO Member shall sell the Units specified in the Exercise Notice. In the event of exercise of the G-P Call, the WISCO Member shall sell and the G-P Member shall purchase all Units owned by the WISCO Member. (iv) The closing of a Transfer pursuant to exercise of an Option Right (an "Option Closing") shall take place at a time and place to be designated by mutual agreement between the Members; provided, however, that the date designated for the Option Closing shall not be more than ten (10) Business Days from the date of receipt by the Company of the Exercise Notice. At the Option Closing, ...

Put and Call Rights. (a) If one of the following events or circumstances shall have occurred, (i) the Bankruptcy of Aspen or Aspen Sub, (ii) an Aspen Change of Control, (iii) the termination of Founder from employment as CEO for Cause (but only if such termination event occurs during the initial five (5) year period following the date of this Agreement), or (iv) a material breach by Aspen, Aspen Sub or Founder of any of its or his material covenants or obligations contained in this Agreement, the Contribution Agreement, the Founder Employment Agreement or the Aspen Sub LLC Agreement has occurred and such breach shall not have been remedied within ninety (90) days after written notice specifying the nature of such breach and requesting that it be remedied is given by Coty to Aspen Sub, then within sixty (60) days thereafter Coty may, in its sole discretion, provide written notice to the Company, Aspen Sub, and Founder (the “Coty Discounted Call Option Notice”) electing to purchase the Membership Interests of Aspen Sub for an amount equal to the Terminal Valuation of the Company multiplied by the Percentage Interest of Aspen Sub multiplied by .9 (the “Coty Discounted Call Option Purchase”); provided, however, that if the event giving rise to the Coty Discounted Call Option Notice arises under Section 11.3(a)(iii), the multiplier shall be .75 rather than .9. Coty’s exercise of the Coty Discounted Call Option Purchase pursuant to this Section 11.3(a) shall not constitute a waiver by Coty or the Company of any rights or remedies either may have, nor shall it relieve Aspen, Aspen Sub or any of their respective Affiliates, including Founder, from liability under the Founder Employment Agreement, this Agreement, the Contribution Agreement or any of the other Ancillary Agreements, or otherwise under applicable Requirements of Law. For the avoidance of doubt, if an event or circumstance exists under clause (iii) and one or more of clauses (i), (ii) or (iv) of this Section 11.3(a), the .75 multiplier applies rather than the .9 multiplier. (b) If (i) Founder resigns as CEO without Good Reason (but only if such termination event occurs during the initial five (5) year period following the date of this Agreement) or (ii) the Founder is terminated from employment as CEO for Cause at any time from and after the initial five (5) year period following the date of this Agreement, then within sixty (60) days thereafter Coty may, in its sole discretion, provide written notice to the Company and As...

Put and Call Rights. (a) Sale by Stockholder to the Company (“Put Rights”). Subject to all provisions of this Section 4(a) and to Section 4(c) (“Prohibited Purchases”), Stockholder shall have the right to sell to the Company, and the Company shall have the obligation to purchase from Stockholder, all, but not less than all, of Stockholder’s shares of Common Stock following the termination of employment of Stockholder, at their Fair Market Value, if the employment of Stockholder with Parent, the Company or any Subsidiary that employs Stockholder (or by the Company on behalf of any such Subsidiary) (i) is terminated without Cause or (ii) terminates as a result of (A) the death or Disability of Stockholder, (B) the resignation of Stockholder (with Good Reason); or (C) the Retirement of Stockholder. If Stockholder desires to sell shares of Common Stock to the Company pursuant to this Section 4(a), he (or his estate, as the case may be) shall notify the Company not more than 180 days after the termination of employment as a result of death or Disability and not more than 90 days after the termination of employment as a result of a termination without Cause, the resignation of Stockholder or the Retirement of Stockholder, as applicable. For purposes of this Section 4(a) and Section 4(b), any resignation with or without Good Reason by Stockholder shall be treated as a Termination for Cause if, at the time of such resignation, Parent, the Company or any Subsidiary that employs Stockholder would have had the right to terminate Stockholder for Cause.

Put and Call Rights. (a) In the event of the occurrence of a Change of Control (as defined in the Certificate of Designation) in respect of the Company within twelve (12) months after the Effective Date, Company shall have the right (the “Company Call Right”) to purchase all or any portion of, the Series C Preferred Stock held by Investor, or any subsequent holder (including all Series C Preferred Stock purchased by Investor pursuant to the Series C Purchase Agreement, any Series C Preferred Stock purchased after the date hereof, and any other shares of Series C Preferred Stock acquired by Investor in any other manner), at a price equal to One Dollar ($1.00) (“Base Price”) plus the Call Premium (together, the “Exercise Price”) for each share called by the Company pursuant to this Section 2. Company (or its successor in the transaction) may exercise the Company Call Right by delivering a written notice to Investor within thirty (30) days after, or prior to or contemporaneously with, the closing of such transaction involving a Change of Control. Upon delivering such notice, the right of the holder(s) of the Series C Preferred Stock to convert these Series C Preferred Stock into Common Stock shall be suspended for that period, which will not exceed 60 days following the date of the delivery of the notice, until the Exercise Price has been delivered to the Investor. If the Exercise Price has not been delivered during such sixty (60) day period, the Investor conversion rights shall no longer be suspended. Subject to the foregoing, the rights of Investor, or any subsequent holder, to convert the Series C Preferred Stock into Common Stock shall terminate once the Investor has received the applicable aggregate Exercise Price. Such notice shall specify the date for completion of the purchase, which may not be later than sixty (60) days following the date of such notice. For the purposes of this Agreement, “Call Premium” shall be equal to the greater of (i) Ten Cents (US) (US$0.10), or (ii) twenty percent (20%) per annum, calculated initially on the Base Price and compounded annually thereafter, pro rated to the date of purchase of the Series C Preferred Stock. Notwithstanding the foregoing, if the Change of Control involves Xxxxx Xxxxx or Investor, any person or company identified by Xxxxx Xxxxx or Investor prior to May 1, 2011 as a possible person or entity for a transaction involving a Change of Control, any person or entity associated with, or related to, Xxxxx Xxxxx or Investor, or...

Put and Call Rights. The put and call rights set forth in Section 6 of the Stockholders Agreement shall apply to the Equity Awards.

Put and Call Rights. 47 11.2 Terms of Put or Call..............................................................................48 11.3 Termination of Put and Call Rights................................................................49

Put and Call Rights. In the event of the termination of the Optionee's services with CRA under the terms of the Vice Chairman Agreement and certain other circumstances described in the Stockholders Agreement, the Common Stock that is the subject of the Option shall be subject to such put and call rights as are set forth in the Vice Chairman Agreement and the Stockholders Agreement, the provisions of which are incorporated herein by reference.

Put and Call Rights. The contribution and joint venture agreement among First American, FAREISI and Experian (the “Contribution Agreement”) shall be amended and restated, among other things, to: (a) provide that the right of Experian to require First American to purchase its membership interests in FARES (the “Put Right”), and the right of First American to require Experian to sell its membership interest in FARES to First American (the “Call Right;” together with the Put Right, the “Put and Call Rights”), cannot be exercised prior to April 1, 2010; (b) provide a fixed exercise price of $313,847,000 (this price assumes (i) the consummation of the transaction contemplated by paragraph 1 above and (ii) that Experian has caused a distribution from FARES of its indirect interest in First Advantage Corporation), payable in cash, if either the Put Right or the Call Right is exercised at any time on or after April 1, 2010 and on or prior to December 31, 2010; (c) provide for a formula exercise price, if either the Put Right or the Call Right is exercised after December 31, 2010, based upon Experian’s then percentage interest in FARES, equal to the average annualized adjusted earnings of FARES for the eight fiscal quarters immediately preceding (and ending on) June 30 of the calendar year preceding the calendar year during which the Put Right or Call Right is exercised and a multiplier of 12.5; and (d) require that closing of the Put and Call Rights, if exercised, must occur on the last day of the calendar year in which exercised.

Put and Call Rights. Targetti shall have the right to call the Units held by Tivoli, and Tivoli shall have the right to put its Units to Targetti, as set forth in this Section 7.8. (A) Tivoli shall provide written notice to Targetti of [*] at least [*] prior to [*]. Upon receipt of such notice, Targetti shall have the right to call [*] the Units held by Tivoli by delivering a written notice to Tivoli that intends to exercise its call rights (such notice, together with similar notices permitted under this Section 7.8, being referred to as a "Call Notice"). The Call Notice must be delivered to Tivoli within [*] of Targetti's receipt of the notice of [*]. In the event of such Call Notice, Tivoli shall be obligated to sell such Units to an entity designated by Targetti (the "Targetti Designee") for the Repurchase Price, determined pursuant to Section 7.8(c) (i) or (ii), as applicable. The sale of such Units shall be effected upon payment by Targetti to Tivoli and shall occur, unless otherwise agreed by Targetti and Tivoli, on the date [*] following the date upon which the Repurchase Price is determined, provided, however, that the date of such sale shall be extended for a reasonable period to allow for the obtaining of any necessary consent or approval from a governmental authority or to allow for the expiration of any governmental waiting period applicable to the transaction. (B) Targetti shall provide written notice to Tivoli of [*] at least [*] prior to [*]. Upon receipt of such notice, Tivoli shall have the right to put [*] the Units held by Tivoli by delivering a written notice to Targetti that intends to exercise its put rights (such notice, together with similar notices permitted under this Section 7.8, being referred to as a "Put Notice"). The Put Notice must be delivered to Targetti within [*] of Tivoli's receipt of the notice of [*]. In the event of such Put Notice, the Targetti Designee shall be obligated to purchase such Units from Tivoli for the amount equal to the Repurchase Price, determined pursuant to Section 7.8(c) (i) or (ii), as applicable. The sale of such Units shall be effected upon payment by Targetti to Tivoli and shall occur, unless otherwise agreed by Targetti and Tivoli, on the date [*] following the date upon which the Repurchase Price is determined, provided, however, that the date of such sale shall be extended to allow for the obtaining of any necessary consent or approval from a governmental authority or to allow for the expiration of any governmen...