Put/Call Option Sample Clauses

Put/Call Option. (a) At any time and from time to time during the Put Period upon delivery to the Company by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “Selling Holders”) of a written request (a “Put Notice”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “Put Securities”), the Company will: (i) promptly, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice; (ii) not less than 30 days after its receipt of the initial Put Notice, notify the Selling Holders of the date (the “Put Closing Date,” which shall not be less than 45 nor more than 180 days after the date of the initial Put Notice) on which the Company will purchase the Put Securities of the Selling Holders; and (iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. (b) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “Put Amount” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c), being the “Aggregate Put Amount”). (c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Se...

Put/Call Option. In the event that Mitsui’s Pro Rata Share falls below [***], (x) Mitsui shall have the right to sell to BioAmber Lux, and (y) BioAmber Lux shall have the right to purchase from Mitsui, all (but no less than all) of the Shares held by Mitsui (and any Permitted Transferee thereof) in either case at a purchase price in cash equal to [***].

Put/Call Option. (a) Subject to Section 4.06(b), in the event of the termination of Executive’s employment for any reason other than for Cause, Executive shall have the option to sell, or cause to be sold, to the Company all shares of Common Stock (and other capital stock of the Company, if any) held by Executive and his Permitted Transferees, if any, and cancel all unexercised options issued under the Stock Option Plan held by Executive. In the event of the termination of Executive’s employment for any or no reason, the Company shall have the option to purchase from Executive and his Permitted Transferees, if any, all shares of Common Stock (and other capital stock of the Company, if any) held by any of them and cancel all unexercised options issued under the Stock Option Plan held by Executive. The options to sell and purchase referred to in this Section 4.06(a) are hereinafter collectively referred to as the “Put/Call Option.” (b) Provided Executive has not terminated his employment without Good Reason and the Company has not terminated Executive’s employment for Cause, Executive may exercise the Put/Call Option, at his discretion, at any time after the Termination Date and until the date which is 180 calendar days after the Termination Date, by delivery of written notice to the Company within such 180-day period. In the event Executive has terminated his employment without Good Reason, Executive may exercise the Put/Call Option, at his discretion, but only during the first 30 calendar days after the first anniversary of the Termination Date, by delivery of written notice to the Company within such 30-day period. Executive may not exercise the Put/Call Option at any time in the event his employment is terminated by the Company for Cause. The Company may (but shall not be obligated to) exercise the Put/Call Option, at its discretion, at any time after the Termination Date (irrespective of the reason for termination) and until the date which is 180 calendar days after the Termination Date, by delivery of written notice to the Executive within such 180-day period. No Permitted Transferee shall be entitled to exercise the Put/Call Option, but any exercise of the Put/Call Option by Executive or the Company shall be binding on each of Executive’s Permitted Transferees, if any. Executive agrees that his and his Permitted Transferees’ stock certificates shall bear an appropriate legend referencing the Put/Call Option. (c) Promptly after exercise of the Put/Call Option by Execut...

Put/Call Option. 7.1 Commencing on September 21, 2015 and ending on October 21, 2015 (the “Year One Option Period”), Lessor shall have thirty (30) days to exercise its option to “put” fifty percent (50%) of the Equipment back to Lessee for purchase (the “Year One Put”). Likewise, Lessee shall have the option to call fifty percent (50%) of the Equipment from Lessor for purchase during the Year One Option Period (the “Year One Call”). In the event that the Year One Put and/or the Year One Call is timely exercised, in writing, Lessee shall pay to Lessor the sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS and NO/100 ($125,000.00) on or before November 21, 2015. Further, if the Year One Put and/or the Year One Call is timely exercised, monthly Rent due under this Agreement shall be reduced by fifty percent (50%). 7.2 Commencing on September 21, 2016 and ending on October 21, 2016 (the “Year Two Option Period”), Lessor shall have thirty (30) days to exercise its option to put the remaining fifty percent (50%), or, if the Year One Put or Year One Call has not been exercised, Lessor shall be permitted to put one hundred percent (100%), of the Equipment back to Lessee for purchase (the “Year Two Put”). Likewise, Lessee shall have the option to call fifty percent (50%), or, if the Year One Put or Year One Call has not been exercised, Lessee shall be permitted to call one hundred percent (100%), of the Equipment from Lessor for purchase during the Year One Option Period (the “Year Two Call”). In the event that the Year Two Put and/or the Year Two Call is timely exercised, in writing, Lessee shall pay to Lessor the sum of ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS and NO/100 ($125,000.00) on or before November 17, 2016, provided that 50% of the Equipment is put or called in Year 2. In the event that 100% of the Equipment is put or called in Year 2, the purchase price to be paid by Lessee to Lessor is TWO HUNDRED FIFTY THOUSAND DOLLARS and NO/100 ($250,000.00).

Put/Call Option. The Debentures have no Put / Call Option.

Put/Call Option. If any Party desires to terminate the tenancy-in-common (the “Initiating Party”), and either sell his or her interest in the Property to any other Party or purchase the interest of the other Party in the Property, he or she shall give the other Party (the “Non-Initiating Party”) notice of the desire to terminate the tenancy-in-common and specify a price (the “Put/Call Price”). Such notice shall be in writing, sent to the Non-Initiating Party by certified mail, return receipt requested. The Non-Initiating Party shall, within thirty days from the date of his receipt of the notice, give written notice to the Initiating Party of the election to either purchase the Initiating Party’s interest in the Property or sell his or her own interest in the Property to the Initiating Party at the Put/Call Price by certified mail, return receipt requested, and set a date for closing the transaction not more than sixty days following his or her election. If the Non-Initiating Party fails to give written notice of his election within the prescribed period, the Initiating Party shall conclusively be presumed to have offered to purchase the Non-Initiating Party’s interest in the Property at the Put/Call Price, and such offer shall conclusively be presumed to have been accepted by the Non-Initiating Party. The Parties shall proceed to close within sixty days of such acceptance.

Put/Call Option. The Company shall have the option to make one "Put", and the Subscribers shall have the option to make one "Call", to fund up to an additional One Million ($1,000,000) Dollars in Preferred Stock pursuant to the terms of this Agreement and the Certificate of Designation. The Put, or Call may be made by either party at any time following sixty (60) days after the effective date of the registration statement (as set forth in the Registration Rights Agreement), or prior to one hundred twenty (120) days after the effective date of the registration statement. The closing for the Put or Call shall be fifteen (15) days after receipt of a written notice stating the applicable party's intention to Put or Call, and the completion of each of the following conditions: (i) the Registration Statement must be effective; (ii) the Company has not received any notice from Nasdaq which has not been cured pertaining to noncompliance with the listing requirements of the Common Stock as listed on the Nasdaq Small Cap Stock Market; (iii) the Common Stock must be listed on the Nasdaq Small Cap Stock Market; (iv) as a result of the Put or Call, the Company, assuming the conversion of all Preferred Stock and Warrants by the Subscribers, must remain in compliance with Nasdaq listing requirements; (v) the Subscribers receive a legal opinion from counsel to the Company that there has been no material adverse change to the Company since the Closing Date and that all of the representations and warranties of the Company in this Agreement are true and correct as of the date thereof; and (vi) the Subscribers receive a certification from an executive officer of the Company that that there has been no material adverse change to the Company since the Closing Date and that all of the representations and warranties of the Company in this Agreement are true and correct as of the date thereof.

Put/Call Option. Each party hereto agrees to be bound by and consents to the put-call option granted with respect to the Shares on the terms and conditions set forth in Exhibit C to this Agreement, it being understood that the Authorized Capital (as defined in Exhibit C) and the approval of the granting of subscription rights to shares of Parent Common Stock (as defined in Exhibit C) to MD Xxxxxxxx shall be resolved by the Shareholders’ Meeting of Parent within 60 days after the date hereof.

Put/Call Option. In the event that the Company does not effectuate the Spin-Out Transaction on or prior to the Spin-Out Deadline, then the Company shall have the right to acquire the Box Pure Equity Interest Rights from the Investor (the “Company Call Right”), and the Investor shall have the right to sell the Box Pure Equity Interest Rights to the Company (the “Investor Put Right”), on the terms and conditions set forth in this Section 4.12. (a) In the event that the Company does not effectuate the Spin-Out Transaction on or prior to the Spin-Out Deadline, then after the Spin-Out Deadline, (i) the Investor may require, by delivering to the Company an irrevocable written notice of the Investor’s exercise of the Investor Put Right, that the Company purchase all or a portion of the Box Pure Equity Interest Rights held by the Investor and (ii) the Company may require, by delivering to the Investor an irrevocable written notice of the Company’s exercise of the Company Call Right, that the Investor sell to the Company all or a portion of the Box Pure Equity Interest Rights held by the Investor. A written notice of exercise delivered pursuant to this Section 4.12(a) may only be delivered once in any consecutive two (2) week period after the Spin-Out Deadline and shall state that the Investor is exercising its Investor Put Right or the Company is exercising its Company Call Right, as the case may be, pursuant to this Section 4.12, the portion of the Box Pure Equity Interest Rights being exercised (which shall, for the avoidance of doubt, be subject to the limitations set forth in Section 4.12(e) below) and set forth the date of such notice. The date such written notice is delivered shall be the “Exercise Date.” (b) The purchase price payable by the Company upon any purchase of the Box Pure Equity Interest Rights pursuant to this Section 4.12 shall be equal to the Sale Price (as defined below). Subject to Section 4.12(e) and Section 4.12(f), the Sale Price shall be paid to the Investor in cash, shares of Common Stock, or a combination thereof, as determined by the Company, at the closing of any purchase pursuant to this Section 4.12 (the “Put/Call Closing”), which shall be no more than five (5) Trading Days after the applicable Exercise Date (the “Put/Call Closing Deadline”). In the event that all or any portion of the Sale Price is paid in shares of Common Stock, such shares shall be valued at the VWAP Price (as defined in the Note). For purposes hereof, “Sale Price” means, with r...

Put/Call Option. The parties agree that Section 5(n) of the February 2014 Purchase Agreement has been deleted as part of another transaction.