Put Call Options Sample Clauses

Put Call Options. 5.1 On or before 31 December 2022, and once per Quarter, the Payee or its Affiliate may issue a notice to the Promisor (which may be issued on an aggregated basis in respect of the same provision in any Similar Instrument) setting out the details of the Liquidity Requirements and requiring the Promisor to procure the purchase by a Promisor Managed Acquiror of Affiliated/Strategic Assets necessary to address the Liquidity Requirements (the "Liquidity Event Notice") the selection of which will be at the sole discretion of HWIC, with a price calculated in accordance with Clause 5.3 equal to the amount set out in the Liquidity Event Notice as required by the Target Group to pay claims, as necessary during the applicable Quarter, provided that the Promisor shall only be required to procure such disposal or acquisition if:
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Put Call Options. (a) The Company hereby grants to Holder the right and option to require Company to purchase any or all of the Shares on the terms and subject to the conditions hereinafter set forth in this Agreement (the "Put Option").
Sample 1Sample 2
Put Call Options. Section 9.01(c) of the Agreement is hereby amended and restated in its entirety as follows:
Sample 1
Put Call Options. The Common Stock Sellers shall have the option to put the FDI Stock to Carter Fortune, and Carter Fortune shall have the option to call such shares of FDI Stock from the Common Stock Sellers, on the terms and subject to the conditions set forth in the Option Agreement, substantially in the form attached hereto as Exhibit C, which Option Agreement shall be executed and delivered at the Closing.
Sample 1
Put Call Options. Section 9.01(c) of the Agreement is hereby amended and restated in its entirety as follows: "(c) In the event that at any time commencing with the Closing Date and prior to the fifth anniversary of the Closing Date (i) the employment by the Company of Xx. Xxxx X. Eaton III is terminated by the Company without Cause (as such term is defined in Xx. Xxxxx'x Employment Agreement), as a result of action by Alliance without the written consent of Holdings L.P., and (ii) any Principal other than Xx. Xxxxx elects to terminate his employment pursuant to Section 5(e)(c) of the applicable Employment Agreement, then Holdings L.P. may cause Alliance to purchase, and Alliance agrees to purchase (the "SECTION 9.01(c) PUT", and together with the Section 9.01(b) Put, the "PUTS"), that percentage of Holdings L.P.'s Interest which is set forth in Schedule 9.01(c) next to the name of such Principal (with respect to each such Principal, the "REFERENCE PERCENTAGE") whose employment by the Company is terminated as described above, and Holdings L.P. shall provide written notice to the other Members to the effect that it is electing to exercise its Section 9.01(c) Put within 30 days of the occurrence of such event.
Sample 1
Put Call Options. (a) In the event that the employment of Corriveau, Corley or Hammett is terminated by the Company (except fxx "Xxxxx" xx xxxined xx xxxir Employment Agreements with the Company as in effect on the date hereof), or in the event that the consulting engagement of Henrion with the Company is terminated by the Company for reasons other than a breach by Henrion thereunder, or in the event of death or "Disability" (as defined in such Employment Agreements) of any of Corriveau, Corley, Henrion or Hammett, the Management Stockholder so affected (such Management Stxxxxxxxer as applicable being referred to herein as the "Subject Stockholder") will have the right and option (the "Put Option"), exercisable for a period for 30 days after the date the employment of Corriveau Corley, or Hammett, or the engagement of Henrion, is termxxxxxx, xx xxxxxcable, (xxxx date, the "Termination Date"), to require Holdings to repurchase all, but not less than all, of his Exchange Stock, at an exercise price per share equal to the Fair Market Value of a share of Exchange Stock on the Valuation Date (as defined in Section 13) (the "Put Purchase Price"); provided, however, that in the event that (x) Corriveau or Corley is terminated by the Company without "Cause," (x) xxx Xxmpanx'x Xxnsolidated EBITDA for the fifteen (15) month period ending as of the end of the fiscal quarter immediately preceding the Termination Date is at least 85% of agreed budgeted EBITDA for such period, as set forth on Exhibit B hereto, and (z) at the time of any such termination, the Company is not in default under any payment covenant, any financial covenant or other material covenant of its senior credit or other debt agreements entered into by the Company or any of its Affiliates with third party lenders in connection with the Offer and the Merger, or any refinancings thereof ("Financing Agreements"), the Put Purchase Price with respect to Corriveau's or Corley's Exchange Stock, as the case may be, shall bx xxxxx xx 125% xx xxx Fair Market Value of a share of Exchange Stock on the Valuation Date. The Put Option is exercisable in whole and not in part. In order to exercise the Put Option, the Subject Stockholder shall give written notice to Holdings of such exercise (the "Put Notice") and, within 90 days after the determination of Fair Market Value of the Exchange Stock subject to such Put Option in accordance with subsection (c) below, the Put Option shall be consummated and the Put Purchase Price shall become...
Sample 1
Put Call Options 
Sample 1Sample 2Sample 3See All (22)
AutoNDA by SimpleDocs

Related to Put Call Options

  • Call Options (a) If the Executive's employment with the Company or any of its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (as defined in Section 9.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive's termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Dairy Holdings shall have the right and option to purchase, and the Executive and the Executive's Permitted Transferees (hereinafter referred to as the "Executive Group") shall be required to sell to Dairy Holdings, any or all of such Units then held by such member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Dairy Holdings may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 7.2(c):

  • Call Option The Company shall have the option to "call" the Warrants (the "Warrant Call"), in accordance with and governed by the following:

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.

  • Optional Repurchase Right The NIMS Insurer, if any, may repurchase any Distressed Mortgage Loan for a purchase price equal to the outstanding principal balance of such Mortgage Loan, plus accrued interest thereon to the date of repurchase plus any unreimbursed Advances, Servicing Advances or Servicing Fees allocable to such Distressed Mortgage Loan. Any such repurchase shall be accomplished by the NIMS Insurer’s remittance of the purchase price for the Distressed Mortgage Loan to the Master Servicer for deposit into the Collection Account. The NIMS Insurer shall not use any procedure in selecting Distressed Mortgage Loans to be repurchased which would be materially adverse to Certificateholders.

  • Second Option If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:

  • Exercise of Call Option In the event the Company and/or any ----------------------- Class I Stockholder elects not to participate in the purchase of Callable Securities pursuant to the Call Option, all remaining Purchasing Group Stockholders desiring so to participate may do so, pro rata amongst such --- ---- remaining Purchasing Group Stockholders based upon their respective Equity Ownership in the Company, or in any other proportion as they may agree. The closing for all purchases and sales of Callable Securities pursuant to this Section 5 shall be at the principal executive offices of the Company at 10:30 a.m., California time, on the 60th day after the giving of the applicable Purchase Notice. The purchase price for the purchase and sale of Callable Securities shall be paid in cash, by certified or official bank check. The Seller(s) of Callable Securities sold pursuant to this Section 5 shall cause such Securities to be delivered to the Purchasing Group or the Company at the relevant closing free and clear of all liens, charges or encumbrances of any kind. Such Seller(s) shall take all actions as the Purchasing Group or the Company shall request as necessary to vest in the members of the Purchasing Group and/or the Company at such closing such Callable Securities, free and clear of all liens, charges and encumbrances incurred, voluntarily or involuntarily, by or through Seller(s).

  • Grant of Call Option The Shareholder agrees to grant the Company or the Designee(s) hereby irrevocably and without any additional conditions with a Call Option, under which the Company or the Designee(s) shall have the right to require the Shareholder to transfer the Option Equity to the Company or the Designee(s) in such method as set out herein and as permitted by PRC Law. The Company or the Designee(s) also agrees to accept such Call Option.

  • Notices; Method of Exercising Repurchase Right, Etc (1) Unless the Company shall have theretofore called for redemption all of the Outstanding Securities, on or before the 30th day after the occurrence of a Change in Control, the Company or, at the request and expense of the Company on or before the 15th day after such occurrence, the Trustee, shall give to all Holders of Securities, in the manner provided in Section 1.6, notice (the "Company Notice") of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice of a repurchase right to the Trustee. Each notice of a repurchase right shall state:

  • Repurchase Right After (i) Termination of the Optionee by the Company with Cause or resignation by the Optionee without Good Reason, or (ii) the twelve (12) month anniversary of the Optionee’s Termination by the Company without Cause or resignation by the Optionee with Good Reason, regardless of whether such Termination or resignation is by virtue of the Optionee’s death, or otherwise, the Company shall have the right, but not the obligation, to repurchase all or any number of the then Unvested Shares that are issued and outstanding and owned or held by the Optionee, subject to and in accordance with the terms of this Section 7. The Company may exercise such repurchase right by delivering to the Optionee, within thirty (30) days following the effective date of such Termination or resignation, a notice (the “Notice”) of the Company’s intention to exercise its repurchase right under this Section 7, specifying the number of such Unvested Shares that the Company desires to repurchase, whereupon, subject to the provisions of this Section 7, the Company shall become legally obligated to repurchase from the Optionee, and the Optionee shall become legally obligated to sell to the Company, at the Closing (as such term is defined below), the number of Unvested Shares referred to in the Notice, and the Company shall not be required after delivery of the Notice to treat the Optionee as owner of the Unvested Shares referred to in the Notice, to accord the right to vote to the Optionee with respect thereto or to pay dividends thereon. The purchase price per share for all of the Unvested Shares repurchased by the Company pursuant to this Section 7 shall be the purchase price originally paid by the Optionee to the Company for each of such Unvested Shares (subject to adjustment pursuant to Section II hereof), payable, at the election of the Company, in cash or through the cancellation of indebtedness. The closing (the “Closing”) of the repurchase by the Company of all or any number of Unvested Shares pursuant to this Section 7 shall take place at the offices of the Company at such time and on such date as the Company shall specify in the Notice, but in no event later than sixty (60) days after the date of such Termination or resignation. At the Closing, the Optionee shall deliver, or cause to be delivered, to the Company a certificate or certificates evidencing the number of Unvested Shares to be repurchased, duly endorsed for transfer or accompanied by duly executed stock powers, against payment by the Company of the purchase price therefor in accordance with the terms of this Section 7. In the event that the Company has a right to repurchase any Unvested Shares pursuant to this Section 7 and elects not to, or fails to, repurchase all or a portion of such Unvested Shares in accordance with the provisions of this Section 7, all of such Unvested Shares not so repurchased shall, thereafter, be treated as Vested Shares for all purposes of this Agreement.

  • Procedure Upon Optional Termination (a) In case of any Optional Termination pursuant to Section 11.01, the Terminating Entity shall, at least twenty days prior to the date notice is to be mailed to the affected Certificateholders notify the Trustee and Trust Administrator of such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased. The Trust Administrator shall give notice to the Rating Agencies of election to purchase the Mortgage Loans pursuant to Section 11.01 hereof and of the Optional Termination Date.

Time is Money Join Law Insider Premium to draft better contracts faster.