Put/Call Sample Clauses

Put/Call. (a) For purposes of this Section 7.8, each of the following events shall constitute a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreement), which appointment or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Director. (b) Upon the occurrence of a Put/Call Event and prior to the Put/Call Expiration Date, Adena shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of written notice to the Partnership during the Put Period (the “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration of the Put Period (the “Call Period”) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Put Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place...

Put/Call. Termination The Put and Call rights will terminate on a Qualified Public Offering.

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." 9. Section 3.1 of the Employment Agreement is deleted in its entirety and replaced with the following:

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. (a) If on or before the IPO Deadline, (i) one or more of the events listed in the definition of IPO has not occurred, or (ii) the General Partner has not otherwise secured funding for the redemption of LTP's Partnership Interest for $50 million in a manner that is consistent with the Financing Documents, LTP shall have the right to put its Partnership Interest to the REIT and the REIT shall have a call right on LTP's Partnership Interest. The exercise price of the put and the call shall be $50,000,000, plus 8 1/2% per annum simple interest from and after the date that a Notice of put or call is given until such amount is paid ("Exercise Price"). Any purchase and sale effectuated pursuant to this Paragraph 2(a) shall be completed on or before the later of April 30, 1999 or 30 days following the date that a put or call Notice is given and shall be subject to the customary representations and warranties by a seller in such a transaction. However, if, on or before the IPO Deadline, either a registration statement for the sale of Shares has been completed and filed with the SEC, or a private placement memorandum for the sale of Partnership Interests has been completed and submitted to potential investors, and all material steps necessary or desirable to effect the offering of such Shares or Partnership Interests, as the case may be, are undertaken by the REIT or the Partnership in good faith and the REIT and the Partnership are diligently proceeding toward completion of the IPO or private placement, taking into account existing market conditions, then LTP's right to put its Partnership Interest will be tolled during the period of either of such offerings; provided, however, if either of such offerings has not been completed and the proceeds received with respect thereto, on or before June 20, 1999, then LTP will once again have the right to put its Partnership Interest to the REIT in accordance with the provisions of this paragraph 4(a). During the period of either of such offerings, the General Partner shall regularly consult with LTP regarding the status of such offering, and, in the event the General Partner reasonably believes, on the basis of market response to such offerings, that the IPO Closing will take place within a reasonable period of time (not to exceed September 30, 1999), the General Partner may request a further extension of the Put Deadline, and LTP agrees to consider any such extension reasonably and in good faith. Upon any such put by LTP, t...

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.

Put/Call. A. Upon the earlier of the occurrence of an Event of Default or the date that is fifteen (15) months from the Closing Date, at any time during the Term, either Member (the “Initiating Member”) may give written notice (the “Offering Notice”) to the other (the “Responding Member”) of its intent to rely on this Section 8.6 and to purchase all, but not less than all, of the Responding Member’s Membership Interest. The Initiating Member shall specify in its Offering Notice the all cash purchase price (“Purchase Price”) at which the Initiating Member would be willing to purchase all of the assets of the Company as of the date the Offering Notice is given (“Date of Value”) and the amount (“Liquidating Distribution Amount”) that each Member would have been entitled to receive or required to pay hereunder (taking into account the operation of Section 3.5) if the Company had sold the Company assets to a third party for the Purchase Price on the Date of Value and liquidated the Company. The Purchase Price set forth in any Offering Notice shall represent the Initiating Member’s good faith valuation of the fair market value of the assets of the Company as of the Date of Value and shall be adjusted prior to the Put/Call Closing (as defined below) to account for any Units or other assets sold or otherwise disposed of during the period between the initial calculation of the Purchase Price for the Offering Notice and the Put/Call Closing and any reduction of debt resulting from such sales. B. Upon receipt of the Offering Notice, the Responding Member shall then be obligated either: (1) To sell to the Initiating Member its Membership Interest at a price equal to the amount the Responding Member would have been entitled to receive or required to pay hereunder (taking into account the operation of Section 3.5) if the Company had sold the Company assets to a third party for the Purchase Price on the Date of Value and liquidated the Company; (2) To purchase the Membership Interest of the Initiating Member at a price equal to the amount the Initiating Member would have been entitled to receive hereunder (taking into account the operation of Section 3.5) if the Company had sold the Company assets for the Purchase Price to a third party on the Date of Value and liquidated the Company; or (3) To identify a third party (the “Third Party Purchaser”) to purchase the Membership Interest under the conditions specified in Section 8.6B(2) and to close such purchase. C. The Responding Memb...

Put/Call. (1) If, at any time, a Triggering Event with respect to ATG or ATG's Permitted Transferee occurs, NumberCo (or NumberCo's Permitted Transferee, as the case may be) shall, for a period of 45 days from the date on which it has become aware or received actual notice of the Triggering Event, have the option to sell all its Shares in the Corporation to ATG and upon exercise of that option ATG shall purchase such Shares at the Purchase Price as determined in accordance with Section 6.2. (2) If, at any time, both Xxx Xxxxxxx and Xxxx Xxxxxxxxx are no longer officers, directors or employees of Thomson Kernaghan and Co. Ltd. or its Affiliates and Xxx Xxxxxxx and Xxxx Xxxxxxxxx do not at such time, either individually or collectively, Control NumberCo, ATG (or ATG's Permitted Transferee, as the case may be) shall, for a period of 45 days from the date on which it has become aware or received actual notice of such event, have the option to purchase all of NumberCo's Shares (or the Shares of NumberCo's Permitted Transferee, as the case may be) in the Corporation, and upon exercise of that option, NumberCo shall sell (or NumberCo. shall cause its Permitted Transferee to sell) its Shares to ATG (or ATG's Permitted Transferee, as the case may be) at the Purchase Price as determined in accordance with Section 6.2. (3) If, at any time, a purchase of NumberCo's Shares (or NumberCo's Permitted Transferee's Shares, as the case may be) in the Corporation is effected under Sections 5.5(1) or 5.5(2), ATG agrees to assume all the obligations of NumberCo with respect to transferring Shares of the Corporation to employees of the Corporation who hold options as contemplated in Section 5.4. (4) The purchase of Shares under Sections 5.5(1) or 5.5(2) shall be completed in accordance with Section 6, which shall be applicable only to purchases and sales under Sections 5.5(1) and 5.1(2).

Put/Call. At any time after the third anniversary of the ESBU Closing -------- Date, MK may require BNFL-USA to purchase MK's Series B Interest, and BNFL-USA may require MK to sell its Series B Interest. The sale price of MK's Series B interest will be the amount necessary to provide MK with a pre-tax 11 1/2% internal rate of return on its financial investment in its Series B Interest (taking into account all cash distributions and contributions).

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.