Put and Call Rights Clause Samples

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) 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) Sale by Inactive Management Members to the Company (“Put Rights”). Subject to all provisions of this Section 12.4(a) and to Section 12.4(b) (“Prohibited Purchases”), each Inactive Management Member shall have the right to sell to the Company, and the Company shall have the obligation to purchase from each such Inactive Management Member, all, but not less than all, of such Inactive Management Member’s Common Units or, subject to the determination to be made pursuant to Section 12.4(d), Override Units following the termination of employment of such Inactive Management Member, at their Fair Market Value, if the employment of such Inactive Management Member with the Company or any Subsidiary that employs such individual (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 such Inactive Management Member, (B) the resignation of such Inactive Management Member (with Good Reason); or (C) the Retirement of such Inactive Management Member. If any Inactive Management Member desires to sell Common Units pursuant to this Section 12.4(a), he or she (or his or her estate, trust, corporation or partnership, 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 such Inactive Management Member (with Good Reason) or the Retirement of such Inactive Management Member. For purposes of this Section 12.4(a) and Section 12.4(b), any resignation with or without Good Reason by a Management Member shall be treated as a Termination for Cause if, at the time of such resignation, the Company or any Subsidiary that employs such Management Member would have had the right to terminate such Management Member for Cause. (b) Right of the Company to Purchase from Inactive Management Members (“Call Rights”). Subject to all provisions of this Section 12.4(b) and Section 12.4(c) (“Prohibited Purchases”), the Company shall have the right to purchase from each Inactive Management Member, and each such Inactive Management Member shall have the obligation to sell to the Company, all, but not less than all, of such Inactive Management Member’s Common Units or, subject to the determination to be made pursuant to Section 12.4(d), Override Units following the termination of employment of such Inac...

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) Upon the occurrence of a PCE, GPP shall have the right to: (i) sell the Securities held by GPP to Orgenesis (or if elected by Orgenesis and only if the Company has the funds readily available that are necessary to consummate such purchase, to the Company) pursuant to Section 3.11(b), after GPP provides at least five (5) Business Days written notice to Orgenesis and the Company of its election to exercise such right (the “Put Notice”), (ii) purchase all of the Securities owned by Orgenesis pursuant to Section 3.11(c), after GPP provides at least five (5) Business Days written notice to Orgenesis of its election to exercise such right (the “Call Notice”), or (iii) take no action. In addition, in the event that the shareholders of Orgenesis fail to duly and validly approve on or before December 31, 2019, the Stockholders’ Agreement Terms in accordance with Nevada law and in a manner that will ensure that GPP is able to exercise its rights under this Agreement without any further action or approval by GPP, Orgenesis, the shareholders of Orgenesis, or any other Person (collectively, “Proper Approval” and the act of providing such Proper Approval shall be referred to as “Properly Approved”), then GPP shall have the right to sell the Securities held by GPP to Orgenesis (or if elected by Orgenesis and only if the Company has the funds readily available that are necessary to consummate such purchase, to the Company) pursuant to Section 3.11(b), after GPP provides a Put Notice of its election to exercise such right. In the event Orgenesis elects that the Company purchase Securities held by GPP pursuant to a Put Notice, Orgenesis shall guarantee all payment obligations of the Company related to such purchase and Orgenesis shall be responsible for all such payment obligations in the event the Company does not promptly and fully satisfy such payment obligations in accordance with Section 3.11(b). For the sake of clarity, the terms “Proper Approval” and “Properly Approved” shall not include any secondary or additional approval that may be required after the Proper Approval has been obtained (and if such Proper Approval has been obtained, any secondary or additional approval that may subsequently be required shall not cause the Stockholders’ Agreement Terms to be deemed not Properly Approved by the shareholders of Orgenesis).

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. (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 ▇▇▇▇▇ ▇▇▇▇▇ or Investor, any person or company identified by ▇▇▇▇▇ ▇▇▇▇▇ 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, ▇▇▇▇▇ ▇▇▇▇▇ or Investor, or...

Put and Call Rights. 49 12.2 Terms of Put or Call..............................................................................50 12.3 Termination of Put and Call Rights................................................................51

Put and Call Rights. Will▇▇▇▇-▇▇▇oma and Hews▇▇ ▇▇▇erstand and agree that the "Put" and "Call" provided for herein will only come into effect in the event that a definitive lease agreement by and between Will▇▇▇▇-▇▇▇oma and Hews▇▇ ▇▇▇ the use and occupancy of the Phase 1 Site containing approximately 750,000 square feet has not been signed on or before October 15, 1998, and a definitive lease agreement for the leasing with an assignable option to purchase the real property constituting the Phase 2 Site has not been signed on or before October 15, 1998, the terms of such lease agreements to be satisfactory in all respects to Will▇▇▇▇-▇▇▇oma and Hews▇▇ (▇▇gether, the "PUT/CALL CONDITIONS"). The parties agree to work together in good faith to negotiate a market-rate lease for the Will▇▇▇▇-▇▇▇oma Site that will qualify as an operating lease for financial accounting statement purposes (an "operating lease") with the final execution form of the lease to be negotiated on or before September 4, 1998. In the event that the Put/Call Conditions have not been satisfied on or before October 15, 1998, then, at any time after October 15, 1998 and prior to the earlier of December 20, 1998, or the date on which the Put/Call Conditions have been satisfied, Hews▇▇ ▇▇▇l have the right to require Will▇▇▇▇-▇▇▇oma to reimburse Hews▇▇ ▇▇▇ its Costs by notifying Will▇▇▇▇-▇▇▇oma of its election to put the Project and the Will▇▇▇▇-▇▇▇oma Site to Will▇▇▇▇-▇▇▇oma (the "Put"); and at any time after October 15, 1998 and prior to the earlier of December 15, 1998, or the date on which the Put/Call Conditions have been satisfied, Will▇▇▇▇-▇▇▇oma will have the right to require Hews▇▇ ▇▇ transfer and convey all of Hews▇▇'▇ ▇▇▇ht, title and interest in and to the Project and the Will▇▇▇▇-▇▇▇oma Site and all rights associated therewith to Will▇▇▇▇-▇▇▇oma or its assignee, in which event Will▇▇▇▇-▇▇▇oma shall reimburse Hews▇▇ ▇▇▇ its Costs (the "CALL"). In the event that the Put or the Call is exercised, Hews▇▇ ▇▇▇ll provide Will▇▇▇▇-▇▇▇oma with an itemization of the Costs in reasonable detail together with such supporting documentation as is reasonably requested by Will▇▇▇▇-▇▇▇oma. Concurrently with the payment by Will▇▇▇▇-▇▇▇oma of the Costs, Hews▇▇ ▇▇▇ll execute and deliver to Will▇▇▇▇-▇▇▇oma such documents and instruments, in recordable form where necessary, and physical transfers, as are necessary or appropriate to transfer, convey and assign to Will▇▇▇▇-▇▇▇oma or its assignee, free and clear of all liens, clai...