Common use of Put/Call Option Clause in Contracts

Put/Call Option. Following the date that is the second (2nd) anniversary of the Closing, if either the WHP Holder or the Express Holder would like to sell all or any portion of its respective Equity Securities of the Company to the other party or purchase the other party’s Equity Securities of the Company (in each case, such Holder the “Put / Call Party”), then the Put / Call Party shall provide the other party (the “Put / Call Counterparty”) with a written notice to that effect setting forth its proposal for such sale or purchase (the “Put / Call Proposal”), which proposal shall include the number of Equity Securities of the Company to be sold or purchased by the Put / Call Party (the “Put / Call Securities”), as applicable, and the purchase price for the Put/ Call Securities. The Put / Call Counterparty shall discuss and negotiate the Put / Call Proposal in good faith with the Put / Call Party for a period of at least thirty (30) days following the Put / Call Counterparty’s receipt of the Put / Call Proposal, and if the parties have not come to a binding agreement on the material terms and conditions for the consummation of such Put / Call Proposal following such 30-day period, then the Put / Call Party and the Put / Call Counterparty shall engage a mediator to be agreed among the Put / Call Party and the Put / Call Counterparty (the “Mediator”) (provided that if the parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Party and the Put / Call Counterparty shall continue to negotiate in good faith and use their respective commercially reasonable efforts to cause the Mediator to resolve all disagreements with respect to the Put / Call Proposal within 30 days after the engagement of the Mediator. All fees and expenses incurred in connection with the engagement of the Mediator pursuant to this Section 9.8 shall be borne 50% by the Put / Call Party and 50% by the Put / Call Counterparty (and, if applicable, each party shall bear the fees and expenses of its mediator engaged to select the final mediator).

Put/Call Option. Following (a) If, and only if, the date that is Closing occurs on or prior to December 20, 2020 (the second “Threshold Date”), at any time from and after December 21, 2020 (2ndthe “Option Date”) anniversary of until December 28, 2020 (such period, the Closing“Put-Call Period”), if either (A) the WHP Holder or Put-Call Seller shall have the Express Holder would like right, but not the obligation, to sell all or any portion of its respective Equity Securities of exercise an option to cause the Company to the other party or purchase the other party’s Equity Securities all, but not less than all, of the Company (in each case, such Holder the “Put / Put-Call Party”), then the Put / Call Party shall provide the other party Units (the “Put / Call CounterpartyOption”) with a written notice for an aggregate purchase price equal to that effect setting forth its proposal for such sale or (i) the Put-Call Option Per Unit Price multiplied by (ii) the number of Put-Call Units, and (B) the Company shall have the right, but not the obligation, to exercise an option to purchase from the Put-Call Seller all, but not less than all of the Put-Call Units (the “Put / Call ProposalOption”), which proposal shall include ) for an aggregate purchase price equal to (1) the Put-Call Option Per Unit Price multiplied by (2) the number of Equity Securities Put-Call Units; provided that in no event shall the aggregate amount payable under this Agreement exceed the Put-Call Consideration Amount with respect to the Put-Call Seller. For the avoidance of doubt, if the Closing occurs after the Threshold Date, each of the Company to Put Option and the Call Option will (without any further action by any Person) automatically be sold or purchased terminated and will not be exercisable by the Put / Put-Call Party (Seller or the “Put / Call Securities”)Company, as applicable, and the purchase price for Put-Call Units will be sold, transferred and assigned by the Put/ Put-Call Securities. The Put / Seller to the Additional Special Limited Partner as Purchased Closing Company Units, or redeemed by the Company from the Put-Call Counterparty shall discuss Seller as Redeemed Post-Closing Company Units, as applicable, in accordance with and negotiate subject to the Put / Call Proposal in good faith with the Put / Call Party for a period of at least thirty (30) days following the Put / Call Counterparty’s receipt of the Put / Call Proposal, and if the parties have not come to a binding agreement on the material terms and conditions for of the consummation Business Combination Agreement. For purposes of such Put / Call Proposal following such 30-day periodthis Agreement, then the Put / Call Party and the Put / Call Counterparty shall engage a mediator to be agreed among the Put / Call Party and the Put / Call Counterparty (the “Mediator”) (provided that if the parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Party and the Put / Call Counterparty shall continue to negotiate in good faith and use their respective commercially reasonable efforts to cause the Mediator to resolve all disagreements with respect to the Put / Call Proposal within 30 days after the engagement of the Mediator. All fees and expenses incurred in connection with the engagement of the Mediator pursuant to this Section 9.8 shall be borne 50% by the Put / Call Party and 50% by the Put / Call Counterparty (and, if applicable, each party shall bear the fees and expenses of its mediator engaged to select the final mediator).

Put/Call Option. Following (a) No earlier than the date that is the second (2nd) first anniversary of the Closingissue date of this Warrant, if either and no later than the WHP Expiration Date, the Company may deliver written notice (the “Call Option Notice”) to the Holder or the Express Holder would like to sell all or any portion Holders, of its respective Equity Securities election to purchase the Warrants from the Holders for a cash purchase price equal to $1.25 per Warrant Share (the “Optional Call Amount”). In the event the Company exercises the option to purchase the Warrants pursuant to this Section 10(a), the closing of such purchase shall take place on the date specified in such Call Option Notice (the “Optional Call Date”) which date shall be not less than five (5) business days from the date of such Call Option Notice. The Company’s determination to exercise its call rights shall be applied ratably among the Holders of the Warrant. (b) No earlier than the first anniversary of the issue date of this Warrant, and no later than the Expiration Date, any of the Holders may deliver written notice (a “Put Option Notice”) to the Company (i) of its election to require the Company to the other party or purchase the other party’s Equity Securities of Purchase Warrants to the Company (in each case, such Holder the “Put / Call Party”), then the Put / Call Party shall provide the other party for a cash purchase price equal to $0.50 per Warrant Share (the “Optional Put / Call CounterpartyAmount”) with a written notice ). In the event that any of the Holders exercises its option to that effect setting forth require the Company to purchase its proposal for Warrants pursuant to this Section 10(b), the closing of such sale or purchase shall take place on the date specified in such Put Option Notice (the “Optional Put / Call ProposalDate”), which proposal date shall include the number of Equity Securities of the Company to be sold or purchased by the Put / Call Party (the “Put / Call Securities”), as applicable, and the purchase price for the Put/ Call Securities. The Put / Call Counterparty shall discuss and negotiate the Put / Call Proposal in good faith with the Put / Call Party for a period of at least not less than thirty (30) days following from the Put / date of such Call Counterparty’s receipt Option Notice. (c) The payment of the cash purchase price pursuant to an Optional Call Amount or Optional Put / Call Proposal, and if the parties have not come to a binding agreement Amount shall be made on the material terms and conditions for applicable Optional Call Date or Optional Put Date. If any portion of the consummation of such Optional Put / Call Proposal following such 30-day period, then Amount shall not be paid by the Put / Call Party and the Put / Call Counterparty shall engage a mediator to be agreed among the Put / Call Party and the Put / Call Counterparty (the “Mediator”) (provided that if the parties cannot agree Company on the mediatorOptional Put Date, each party interest shall select a mediator and accrue thereon until such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Party and the Put / Call Counterparty shall continue to negotiate amount is paid in good faith and use their respective commercially reasonable efforts to cause the Mediator to resolve all disagreements with respect full at an interest rate equal to the Put / Call Proposal within 30 days after lesser of 18% per annum or the engagement of the Mediator. All fees and expenses incurred in connection with the engagement of the Mediator pursuant to this Section 9.8 shall be borne 50% maximum rate permitted by the Put / Call Party and 50% by the Put / Call Counterparty (and, if applicable, each party shall bear the fees and expenses of its mediator engaged to select the final mediator)applicable law.

Put/Call Option. Following As of the earliest of January 1, 2013, the date that on which Employee’s employment is terminated by the second Company (2nd) unless prior to the third anniversary of commencement of Employee’s employment such that the ClosingOption is entirely unvested), if and an Option Terminating Change of Control, and in each case solely in the event that at such time the Company remains a majority owned subsidiary of Parent and the Company’s Common Stock is not publicly traded on an exchange, then (i) the Company and its Parent shall promptly thereafter hire, at the Company’s expense, an independent third-party appraiser to determine the current fair market value of the Company’s Common Stock as of such date, (ii) Employee will have a put option to sell to the Company the Option and any shares for which such Option has previously been exercised (the “Put Option”), and (iii) the Company shall have a call option to purchase from Employee the Option and any shares for which such Option has previously been exercised (the “Call Option”). The purchase price for either the WHP Holder Put Option or the Express Holder would like Call Option with respect to sell all or any each previously exercised share under the Option will be equal to the fair market value of a share of the Company’s Common Stock as determined by the independent third-party appraiser in accordance with clause (i) above and, with respect to the unexercised portion of its respective Equity Securities the Option, will be equal to (a) the number of vested and unexercised shares then subject to such Option, multiplied by (b) the fair market value of a share of the Company’s Common Stock as determined by the independent third-party appraiser in accordance with clause (i) above less the then effective per share exercise price of the Option. Either the Put Option or the Call Option may be exercised by providing written notice to the Company or the Employee, as the case may be, at any time during the three month period following the determination of fair market value in accordance with clause (i) above (which determination shall be promptly communicated to the Employee upon completion). Following any such exercise of the Put Option or Call Option, the Employee agrees to take all actions reasonably necessary to effect the transfer of the Option and any previously exercised shares to the Company against delivery of the purchase price by the Company to the other party or purchase the other party’s Equity Securities Employee, each within ten (10) business days of the Company (in each case, such Holder the “Put / Call Party”), then the Put / Call Party shall provide the other party (the “Put / Call Counterparty”) with a written notice to that effect setting forth its proposal for of such sale exercise. The provisions of this Section 3.6 shall terminate in their entirety at such time as either the Company’s Common Stock is publicly traded on an exchange or purchase (the “Put / Call Proposal”), which proposal shall include the number of Equity Securities Parent is no longer a majority owner of the Company to be sold or purchased by the Put / Call Party (the “Put / Call Securities”), as applicable, and the purchase price for the Put/ Call Securities. The Put / Call Counterparty shall discuss and negotiate the Put / Call Proposal in good faith with the Put / Call Party for a period of at least thirty (30) days following the Put / Call CounterpartyCompany’s receipt of the Put / Call Proposal, and if the parties have not come to a binding agreement on the material terms and conditions for the consummation of such Put / Call Proposal following such 30-day period, then the Put / Call Party and the Put / Call Counterparty shall engage a mediator to be agreed among the Put / Call Party and the Put / Call Counterparty (the “Mediator”) (provided that if the parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Party and the Put / Call Counterparty shall continue to negotiate in good faith and use their respective commercially reasonable efforts to cause the Mediator to resolve all disagreements with respect to the Put / Call Proposal within 30 days after the engagement of the Mediator. All fees and expenses incurred in connection with the engagement of the Mediator pursuant to this Section 9.8 shall be borne 50% by the Put / Call Party and 50% by the Put / Call Counterparty (and, if applicable, each party shall bear the fees and expenses of its mediator engaged to select the final mediator)outstanding capital stock.

Put/Call Option. Following the date that is the second (2ndi) anniversary The Company hereby grants to each of the Closing, if either the WHP Holder or the Express Holder would like to sell all or any portion of its respective Equity Securities of the Company to the other party or purchase the other party’s Equity Securities of the Company (in each case, such Holder the “Put / Call Party”), then the Put / Call Party shall provide the other party Purchaser and Sigma Advisors an option (the “Put / Call CounterpartyOption”) with to require the Company to purchase up to an aggregate of 1,000,000 shares (the “Option Shares”) of Common Stock held by Purchaser and/or Sigma Advisors, at a written notice to that effect setting forth its proposal for such sale or purchase price of $0.25 per share (the “Put / Call ProposalPrice”). The Put Option may be exercised, which proposal shall include if at all, at any time during the number of Equity Securities of the Company to be sold or purchased by the Put / Call Party period commencing on December 18, 2014 (the “Put / Call SecuritiesCommencement Date”) and ending on the one (1) year anniversary of the Put Commencement Date (the “Put Option Period”). Purchaser and/or Sigma Advisors may exercise the Put Option, as applicablein whole or in part, at any time or from time to time during the Put Option Period, by delivering to the Company written notice of exercise (the “Put Notice”) specifying the number of Option Shares to be purchased by the Company. The Company will make such repurchases based on the order requests to exercise this Put Option are received by the Company and such repurchases, from Purchaser and Sigma Advisors combined, shall not exceed 1,000,000 shares. The closing of the purchase price for and sale of the Put/ Call Securities. The Put / Call Counterparty shall discuss and negotiate Option Shares pursuant to such an exercise of the Put / Call Proposal in good faith with Option (the “Put / Call Party for a period of at least thirty Option Closing”) will occur within ten (3010) business days following the Put / Call Counterparty’s receipt delivery of the Put / Call ProposalNotice. At the Put Option Closing, Purchaser and Sigma Advisors shall each deliver the certificates representing the Option Shares to be acquired by the Company (duly endorsed for transfer to the Company) and the Company will satisfy the Put Option Price (as defined below) by wire transfer of the amount thereof, in immediately available funds to an account or accounts designated by Purchaser and Sigma Advisors. For purposes of this Section 5(n)(i), the Put Option Price shall be the Put Price multiplied by the number of shares of Common Stock being repurchased by the Company hereunder. The Company’s obligation to make full and prompt payment of the Put Option Price pursuant to, and if in accordance with, the parties have not come to a binding agreement on provisions of this Section 5(n)(i), shall be secured against the material terms and conditions for Collateral (as defined in the consummation Security Agreement) of such Put / Call Proposal following such 30-day periodthe Company, then the Put / Call Party and the Put / Call Counterparty shall engage a mediator to be agreed among the Put / Call Party and the Put / Call Counterparty (the “Mediator”) (provided that if the parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Party and the Put / Call Counterparty obligation shall continue to negotiate in good faith survive regardless of whether or not there then exists any amounts outstanding (inclusive of principal and use their respective commercially reasonable efforts to cause interest) or other obligations due or owing under the Mediator to resolve all disagreements with respect to the Put / Call Proposal within 30 days after the engagement of the Mediator. All fees and expenses incurred in connection with the engagement of the Mediator pursuant to this Section 9.8 shall be borne 50% by the Put / Call Party and 50% by the Put / Call Counterparty (and, if applicable, each party shall bear the fees and expenses of its mediator engaged to select the final mediator)Note.

Put/Call Option. Following (a) At any time on or following the date that is earlier of (i) the second (2nd) fourth anniversary of the Closingdate here of, if either (ii) the WHP Holder or termination by the Express Holder would like to sell all or any portion of its respective Equity Securities Heath XS, LLC of the Company to employment of Xxxxxxx X. Xxxxx with Xxxxx XS, LLC or (ii) a Hallmark Change of Control, and until the other party or purchase the other party’s Equity Securities tenth anniversary of the Company Closing (in each case, such Holder the “Put / Call PartyOption Expiration Date”), then (a) the Put / Class A Member shall have the right (the “Call Party Right”) to purchase from the Class B Member all, but not less than all, equity interests in the Company held by the Class B Member (the “Remaining Heath Group Securities”) and (b) the Class B Member shall provide have the other party right (the “Put / Call CounterpartyRight”) to sell to the Class A Member all, but not less than all, of the Remaining Heath Group Securities, in each case ((a) and (b)) for a price equal to the Adjusted Option Price (the foregoing, the “Hardscrabble Put-Call Option”). If the Class A Member elects to exercise the Call Right, the Class B Member shall sell to the Class A Member all of the Remaining Heath Group Securities at the Adjusted Option Price. If the Class B Member elects to exercise the Put Right, the Class A Member shall purchase from the Class B Member all of the Remaining Heath Group Securities at the Adjusted Option Price. Notwithstanding the foregoing, the Put Right shall not apply if the employment of Xxxxxxx X. Xxxxx with a Xxxxx XS, LLC is terminated by the Company with cause. Further notwithstanding the foregoing, the Call Right shall not apply if the employment of Xxxxxxx X. Xxxxx with Heath XS, LLC is terminated by the Company without cause. A Party shall make its respective election hereunder to purchase or sell, as the case may be, Remaining Heath Group Securities hereunder by written notice to that effect setting forth its proposal for such sale or purchase (the “Put / Call ProposalOption Notice”), which proposal shall include the number of Equity Securities ) to other Party referencing this Section 7.05. The closing of the Company purchase and sale of Remaining Heath Group Securities hereunder (an “Option Closing”) shall take place at the Class A Member’s offices not later than 30 calendar days following delivery to the Class B Member of the Option Notice, or at such other place and such other time as the Parties may mutually agree; provided that, the Option Closing shall be sold delayed to a later date in the Class A Member’s discretion if the Class A Member’s counsel reasonably determines that any third party or purchased by the Put / Call Party (the “Put / Call Securities”), as applicable, and the purchase price for the Put/ Call Securities. The Put / Call Counterparty shall discuss and negotiate the Put / Call Proposal regulatory consents are required or advisable in good faith connection with the Put / Call Party for a period of at least thirty Option Closing. At an Option Closing, the applicable Parties shall execute and deliver such instruments as shall be appropriate to transfer Remaining Heath Group Securities to the Class A Member (30) days following it being understood that the Put / Call Counterparty’s receipt of the Put / Call Proposal, Class B Member shall make customary representations and if the parties have not come warranties with respect to a binding agreement on the material terms such transfer documents and conditions for the consummation of such Put / Call Proposal following such 30-day period, then the Put / Call Party shall make customary ownership and the Put / Call Counterparty shall engage a mediator to be agreed among the Put / Call Party and the Put / Call Counterparty (the “Mediator”) (provided that if the parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the non-binding mediation) . The Put / Call Party and the Put / Call Counterparty shall continue to negotiate in good faith and use their respective commercially reasonable efforts to cause the Mediator to resolve all disagreements title representations with respect to the Put / Call Proposal within 30 Remaining Heath Group Securities), and the Class A Member shall deliver to the Class B Member by wire transfer of immediately available funds to the bank account set forth on a notice given to the Class A Member by the Class B Member at least three (3) business days after prior to the engagement Option Closing. The parties agree to cooperate to obtain, and shall bear expenses pro rata for their relative ownership (on a pre Option Closing basis) of the Mediator. All fees and expenses incurred Companies with respect to obtaining, any consents deemed required or advisable to obtain in connection with an Option Closing. Prior to or upon the engagement occurrence of the Mediator Option Closing, the Managers shall cause the Company to distribute any and all accrued but unpaid Net Distributable Proceeds due to the Class B Member. The Hardscrabble Put-Call Option pursuant to this Section 9.8 Agreement shall be borne 50% by exercised only in conjunction with the Put / Heath Put-Call Party and 50% by Option pursuant to the Put / Call Counterparty (andHeath XS, if applicable, each party shall bear the fees and expenses LLC Operating Agreement dated of its mediator engaged to select the final mediator)even date herewith.