Put Call Provisions Sample Clauses

Put Call Provisions. Section 6 of the Stockholders Agreement is hereby amended and restated in its entirety and replaced for all purposes of the Stockholders Agreement with the following:
Sample 1
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Put Call Provisions. (a) If either of Schlumberger or Baker Hughes wishes to dispose of not less than all of its ownership interests in the Venture, either Schlumberger or Baker Hughes, as appropriate (the "INITIATING PARTY"), shall give written notice thereof (the "TRANSFER NOTICE") to the other (the "OTHER PARTY") by certified mail, return receipt requested, and otherwise in accordance with the procedures set forth in Section 12.5 hereof, specifying the cash purchase price (stated in terms of price per percentage point of ownership interest in the Venture) at which it is willing to effect such disposition of its ownership interests in all Venture Entities. Schlumberger and Baker Hughes further agree to coordinate the sale of the Venture hereunder such that Schlumberger or Baker Hughes either purchases or sells all of its or its Affiliates' ownership interests of each Venture Entity simultaneously. (b) Not later than 90 days following receipt of the Transfer Notice, the Other Party shall notify the Initiating Party in writing (the "RESPONSE NOTICE") of its election to either (i) purchase the Initiating Party's entire ownership interest in each Venture Entity at the cash purchase price (stated in terms of price per percentage point of ownership interest) specified in the Transfer Notice or (ii) sell to the Initiating Party the Other Party's entire ownership interest in each Venture Entity at the cash purchase price equal to the same price per percentage point of ownership interest as set forth in the Transfer Notice. A failure by the Other Party to deliver a Response Notice shall be deemed to be a Response Notice to purchase the Initiating Party's entire ownership interest in each Venture Entity at the cash purchase price specified in the Transfer Notice, given on the 90th day following receipt of the Transfer Notice. The Response Notice, whether given or deemed given, shall be irrevocable and shall be binding upon the Initiating Party and the Other Party. (c) The closing of the purchase of any ownership interest in accordance with the Response Notice shall take place within 90 days after receipt (or deemed receipt) of such Response Notice. The time and date of such closing shall be specified in the Response Notice furnished pursuant to Section 11.1(b). If a Response Notice is deemed to have been given pursuant to Section 11.1(b), the closing shall take place at 9:00 a.m., Houston time, on the 120th day following receipt of the Transfer Notice. At the closing, the party that i...
Sample 1
Put Call Provisions a. Notwithstanding anything in this Agreement, the III Non-Managing Member hereby irrevocably grants to the Partner Non-Managing Member an option (the “Partner Put Right”) to require the III Non-Managing Member and the III Manager (pro rata based on Company Percentage Interests) to purchase the Partner’s Non-Managing Member’s Company Interest exercisable in the manner and on the terms set forth in this Section 12.19. If the Property Management Agreement is terminated by owner thereunder for any reason other than due to (i) an Event of Default by Property Manager under Article XVII of the Property Management Agreement, (ii) a Penetration Deficiency or GOP Deficiency under Section 18.9 of the Property Management Agreement, (iii) sale of the Hotel under Section 18.10 of the Property Management Agreement, or (iv) a Change of Control (as defined in the Management Agreement), then, in such event, the Partner Non-Managing Member shall have the right, but not the obligation, in its sole and absolute discretion, to deliver written notice (the “Partner 100% Put Notice”) to the III Non-Managing Member and the III Manager requiring the III Non-Managing Member and the III Manager (pro rata based on Company Percentage Interests) to purchase the Partner Non-Managing Member’s Company Interest and the III Non-Managing Member and the III Manager unconditionally agrees that the III Non-Managing Member and the III Manager (pro rata based on Company Percentage Interests) shall purchase the Partner Non-Managing Member’s Company Interest for a purchase price equal to the Partner 100% Put Price (as hereinafter defined). If the Property Management Agreement is terminated by owner due to a Penetration Deficiency or GOP Deficiency under Section 18.9 of the Property Management Agreement, then, in such event, the Partner Non-Managing Member shall have the right, but not the obligation, in its sole and absolute discretion, to deliver written notice (the “Partner 85% Put Notice”) to the III Non-Managing Member and the III Manager requiring the III Non-Managing Member and the III Manager (pro rata based on Company Percentage Interests) to purchase the Partner Non-Managing Member’s Company Interest and the III Non-Managing Member and the III Manager unconditionally agrees that the III Non-Managing Member and the III Manager (pro rata based on Company Percentage Interests) shall purchase the Partner Non-Managing Member’s Company Interest for a purchase price equal to the Partner 85% Put Pr...
Sample 1
Put Call Provisions. 6.1 TCI Call. -------- (a) TCI Sub shall have the right (the "TCI Call"), exercisable -------- by the delivery of written notice thereof (the "TCI Call Notice") to KPCB and to --------------- the other Stockholders at any time during the sixty-day period following the fifth anniversary of the Execution Date or, if not previously exercised, during the sixty-day period following each subsequent anniversary thereof, to and including the ninth anniversary of the Execution Date, to require all of the KPCB Constituents to sell to TCI Sub (or its designee), at the Per Share Value thereof (determined in accordance with Section 6.6 as of the date of the TCI Call Notice), all, but not less than all, of the Company Securities beneficially owned by the KPCB Constituents. The remaining Eligible Stockholders (other than any Cable Partner exercising the Cable Put in connection with the applicable TCI Call Notice) shall have the right (but not the obligation) to participate with TCI Sub (on a pro rata basis, based on the number of Company Securities owned by each purchasing Stockholder's Stockholder Group determined on an as converted into Series A Common Stock basis) in the purchase of shares pursuant to the TCI Call by delivery of written notice to such effect to TCI Sub and to the other Stockholders during the twenty (20) day period following delivery of the TCI Call Notice, as applicable. (b) Upon exercise of the TCI Call, the KPCB Constituents shall be obligated to sell to TCI Sub (or its designee) and to any Eligible Stockholders exercising their right to participate with TCI Sub in the TCI Call, on the applicable closing date and in accordance with the provisions of Section 11.9, all Company Securities beneficially owned by the KPCB Constituents as of the applicable closing date.
Sample 1
Put Call Provisions 
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Related to Put Call Provisions

  • Call Provision If, at any time commencing four (4) months after the Initial Effective Date (as defined in the Registration Rights Agreement), (i) the VWAP of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. exceeds 130% of the Exercise Price in effect for ten (10) consecutive Trading Days (the “Measurement Period”); (ii) the aggregate value of the shares of the Company’s common stock traded on its principal Trading Market as reported by Bloomberg, L.P. on each day during the Measurement Period exceeds $2,000,000, (iii) there is an effective registration statement under the Securities Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iv) the Holder is not in possession of any information provided by the Company that constitutes material nonpublic information, (v) [reserved], and (vi) no Event of Default (as defined in the Note issued pursuant to the Purchase Agreement) which has not been timely cured or an event which with the passage of time or giving notice could become an Event of Default is pending, then the Company may call for cancellation of that portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below) for consideration equal to $0.001 per Warrant Share up to one-half, in the aggregate, of the Warrant Shares issuable upon full exercise of this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation of the Warrants pursuant to this Section 2(g) within three (3) Trading Days following the last day of the Measurement Period. The Call Notice must be personally delivered to Holder, unless Hxxxxx acknowledges in writing or electronically receipt of the Call Notice if not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”), the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m. (local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants issued pursuant to the Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding “Warrant” issued pursuant to the Purchase Agreement having the lowest Exercise Price of such “Warrants” before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants” issued pursuant to the Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

  • Put Provisions Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

  • Standstill Provisions (a) Potomac agrees that, from the date of this Agreement until the earlier of (i) the date that is (ten) 10 business days prior to the deadline for the submission of shareholder nominations for the 2013 Annual Meeting pursuant to the Company’s bylaws and (ii) the date that is one-hundred (100) days prior to the first anniversary of the 2012 Annual Meeting (the “Standstill Period”), neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (i) solicit, or encourage or in any way engage in any solicitation of, any proxies or consents or become a “participant” in a “solicitation” as such terms are defined in Regulation 14A under the Exchange Act of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of shareholders), in each case, with respect to securities of the Company; (ii) advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any annual or special meeting of shareholders, except in accordance with Section 1, or seek to do so; (iii) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a “group” that includes all or some of the persons identified on Exhibit A, but does not include any other entities or persons not identified on Exhibit A as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of Potomac to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement; (iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the members of Potomac and otherwise in accordance with this Agreement; (v) seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company; provided, however, that nothing herein will limit the ability of Potomac to recommend a Potomac Replacement Director(s) in accordance with Section 1(j); (vi) (A) make any proposal for consideration by shareholders at any annual or special meeting of shareholders of the Company or (B) make any offer or proposal (with or without conditions) with respect to a merger, acquisition, disposition or other business combination involving Potomac and the Company or any subsidiary or Affiliate of the Company, or encourage, initiate or support any other third party in any such related activity or (C) make any public communication in opposition to any Company acquisition or disposition activity approved by the Board; (vii) seek, alone or in concert with others, representation on the Board, except as specifically contemplated in Section 1; (viii) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to the matters set forth in this Section 2; or (ix) take any action which could cause or require the Company or any Affiliate of the Company to make a public announcement regarding any of the foregoing, publicly seek or request permission to do any of the foregoing, publicly make any request to amend, waive or terminate any provision of this Section 2 (including, without limitation, this Section 2(a)(ix), or make or seek permission to make any public announcement with respect to any of the foregoing. (b) Nothing in this Section 2 shall prevent (i) Potomac from voting its shares of Common Stock and all shares of Common Stock represented by properly executed GOLD proxy cards in favor of the Potomac Nominees at the 2012 Annual Meeting in accordance with Section 1, (ii) Potomac from taking any actions as contemplated in Section 1(f) in furtherance of reconstituting the Board in a manner consistent with the composition of the Board as set forth in Section 1(a) or (iii) either of the Potomac Nominees, or their respective Potomac Replacement Director, as applicable, from taking any action in their capacity as directors of the Company in accordance with their respective fiduciary duties.

  • Applicable Provisions Nothing in this Article is to be interpreted as a waiver of other provisions or procedures contained elsewhere in this agreement.

  • Changes after Provision for Redemption No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

  • Change of Control Provisions If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Debentures as described above, the Company will be required to make an offer to each holder of Debentures to repurchase all or any part (in integral multiples of $1,000) of that holder’s Debentures at a repurchase price in cash equal to 101% of the aggregate principal amount of Debentures repurchased plus any accrued and unpaid interest on the Debentures repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Company’s option, prior to a Change of Control, but after the public announcement of the Change of Control, the Company will mail a notice to each holder of Debentures, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Debentures on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Debentures, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Debentures by virtue of such conflict. Sinking Fund Provisions: No sinking fund provisions Defeasance Provisions: Legal defeasance and covenant defeasance permitted upon compliance with conditions set forth in the Indenture Additional Terms: Except as otherwise provided in this Schedule II, such other terms are specified in the Pricing Prospectus. Capitalized terms used herein and not defined herein have the meanings specified in the Pricing Prospectus. Time of Sale:

  • Additional Termination Provisions Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Purchaser may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property, upon 15 days' written notice to the Seller.

  • Callout Provisions An employee who is called back to work outside her regular working hours shall be compensated for a minimum of three (3) hours at the applicable overtime rates. She shall be compensated from the time she leaves her home to report for duty until the time she arrives back upon proceeding directly to and from work.

  • Repurchase Provisions If a Change of Control occurs, unless the Issuers have previously or concurrently delivered a redemption notice with respect to all outstanding Notes pursuant to Section 5.7 of the Indenture, each Holder will have the right to require the Issuers to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest (including Additional Amounts, if any), if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture. Upon certain Asset Dispositions, the Issuers may be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Additional Amounts, if any), if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.5 and in Article V of the Indenture.

  • Final Provisions Clause 16

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