Put/Call. (a) For purposes of this Section 7.8, each of the following events shall constitute a “Put/Call Event:”
Put/Call. Termination The Put and Call rights will terminate on a Qualified Public Offering.
Put/Call. (a) Participant A shall notify each of Participant B and Participant C in writing of its intention to take an action that requires the approval or consent of Participant B and Participant C pursuant to Section 5. If Participant B and/or Participant C does not respond with such approval or consent (or the denial of same) in writing within five (5) Business Days of delivery of such notice (or within such lesser time period as may be specified by Participant if such lesser time period is required under the Loan Documents or if circumstances otherwise reasonably require a shorter time period), then such non-responding Participant shall be deemed to have granted the requested approval or consent.
Put/Call. The Put/Call provisions of the Letter Agreement are incorporated herein by reference. Any such Transfer pursuant thereto shall be a Permitted Transfer.
Put/Call. Employee shall have the right to give a written notice ("Notice") to the Evercore Entities no more than 60 days before but at least 30 days before each of the November 17, 1999, November 17, 2000, November 17, 2001, and November 17, 2002 and (each, a "Sale Date") that Employee desires to sell to the Evercore Entities up to 56.2 of the Shares at a price of $9,747.79 per share (the "Price") on the applicable Sale Date. If Employee gives a Notice to Evercore within the 60/30 day period specified above, on the applicable Sale Date Evercore will purchase the number of Shares specified in such Notice for the Price. In the event Employee does not give a Notice at least 30 days before a Sale Date, or gives a Notice specifying that Employee desires to sell fewer than 56.2 of the Shares, Evercore shall have the right to give a written notice (the "Evercore Notice") to Employee at least 15 days before such Sale Date that Evercore desires to purchase from Employee up to 56.2 of the Shares (if no Notice was given) or 56.2 of the Shares less the number of Shares specified in the Notice (if a Notice was given). If Evercore gives an Evercore Notice at least 15 days before the applicable Sale Date, on such Sale Date Employee will sell the number of Shares specified in such Evercore notice for the Price. The respective rights of Employee and Evercore under this Section 2.13 are not cumulative, and no more than 56.2 of the Shares may be sold and/or purchased on any Sale Date. The agreements set forth in this Section 2.13 shall terminate upon consummation of a Qualifying Public Offering."
Put/Call. Termination The Put and Call rights will terminate on a Qualified Public Offering. Appendix A Revenue Financial Institutions Financial Institutions YTD as of 9/2018 American Express (1,108) Barclays 362,267 BOA BOA 41,630,571 BOA - Fleet 934,149 BOA - MBNA 3,032,713 BOA - MBNA Express 9,705 BOA Mortgage 491,871 BOA Subtotal 46,099,009 Xxxxx Xxxxx - Retail (6,483) Chase Subtotal (6,483) CITI CCMS 2,184,926 Citibank - Credit Notify Bounty 2,031,113 Citibank - Heartland 1,555 Citibank Wholesale 236,592 Credit Notify - Citi Legacy 1,454,159 Credit Notify - UCS Legacy 528,104 CITI Subtotal 6,436,449 CUNA 5,253 Discover 2,145,608 IISI - INTX Customers 8,505 ITAC ITAC Branded - Retail 1,890,231 ITAC Subtotal 1,890,231 Quality Resources 9,955 Total Financial Institutions 56,949,686 Financials - 9/30/18 56,949,689 (3) immaterial
Put/Call. (a) Either Member, for a period of thirty (30) days following the occurrence of a Trigger Event (as hereinafter defined), by written notice (the “Offer Notice”) to the other Member (the Member entitled to give, and giving, the Offer Notice being hereinafter called the “Notifying Party” and the Member receiving the Offer Notice being hereinafter called the “Notified Party”), may declare that it intends either (i) to purchase the Interest of Notified Party, or (ii) to sell its Membership Interest to Notified Party, in either case for a price (the “Purchase Price”); provided that if a Default has occurred with respect to AA SPE, AA SPE shall not be permitted to deliver an Offer Notice under this Section 10.3(a) (except with respect to a Trigger Event under clause (2) of the definition thereof as a consequence of a transfer by GEPT SPE, in which case AA SPE shall have a right to deliver an Offer Notice notwithstanding such Default) (it being understood that the foregoing is not intended to limit in any way AA SPE’s right to deliver a Buy/Sell Notice under Section 10.4(a) hereof). As soon as reasonably possible after the Offer Notice has been received by the Notified Party, the Members shall jointly direct the Company Accountants to determine, at Company expense, the Purchase Price for each of the Interest of the Non-Purchasing Member and the Purchasing Member (as such terms are defined below) as soon as reasonably practicable (but in no event after fifteen (15) days after receipt of the Offer Notice by the Notified Party), which, in each case, shall equal the amount each such Member would receive in liquidation of its Interest pursuant to Section 9.2(d) hereof assuming the Company Assets were sold (in an all-cash transaction and all known debts and obligations of the Company were immediately paid in full) for an amount identified by the Notifying Party in the Offer Notice (the “Designated Value”). The Designated Value shall be deemed to take into account all economic terms relevant to the value of the Company Assets, including, without limitation, deferred maintenance and contingent liabilities or obligations. The Designated Value shall be calculated with the assumption that all items of pre-closing income and expense shall be received and paid as of the closing of the hypothetical sale, and that all such items attributable to post-closing periods shall not have been received or paid (and that no reserves shall have been established therefor); if this assumpti...
Put/Call. 7.9.1 CHU/HPC. Within one-hundred twenty (120) days following each of the following events, subject to CEI's rights pursuant to the Purchase Agreement, Chu shall have the right to notify HPC of its election to cause HPC to purchase its Membership Interest, and HPC shall have the right to notify Chu of its election to purchase Chu's Membership Interest, for a price equal to the Fair Value of Chu's Membership Interest, which price shall be payable in accordance with Section 7.9.4. This right and obligation shall be personal to Chu and may not be assigned or transferred, even if there is a permitted Transfer of Chu's Membership Interest. The events giving rise to rights of each of HPC and Chu under this Section 7.9.1 are as follows:
Put/Call. No member would have a right to put their interests to New Moly or the other members, and New Moly would not have a right to call a member’s interests. Tax Distributions: New Moly will make tax distributions to its Members. General Distributions: Distributions other than tax distributions, may be made from time to time subject to a decision by the Board plus Requisite Interest Approval.
