Put Call Right Sample Clauses

Put Call Right. If the Reverse Merger Transaction is not consummated within sixty (60) days following the date hereof (the “Outside Date”), then (a) each Member shall have the right for a period of thirty (30) days following the Outside Date to cause Orion to redeem such Member’s Orion Interests from such Member in exchange for the Gateway Interests acquired from such Member hereunder, and (b) Orion shall have the right for a period of thirty (30) days following the Outside Date to cause all Members to acquire the Gateway Interests acquired by Orion hereunder from Orion in exchange for the redemption of such Member’s Orion Interests.
Sample 1
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Put Call Right. (a) Exercise of Put/Call. At any time during which the Option is exercisable pursuant to Section 2, upon demand by either Diebold or the Company and simultaneously with the consummation of the Alternative Transaction, Diebold shall sell to the Company (or any successor entity thereof) and the Company (or such successor entity) shall be obligated to repurchase from Diebold (the "Put/Call"), all or any portion of the Option, at the price equal to the product of multiplying (A) the difference between (1) the highest price per share to be paid for Common Shares in the Alternative Transaction (the "Offer Price") and (2) the Exercise Price, by (B) the number of Common Shares purchasable pursuant to the Option (or portion thereof that is subject to the Put/Call under this Section 7). In determining the Offer Price, the value of consideration other than cash or stock as provided above shall be determined by a nationally recognized investment banking firm selected by Diebold and reasonably acceptable to the Company.
Sample 1
Put Call Right. (a) (i) During the 30-day period beginning on January 1 of each of 2013, 2014 and 2015 and every two years thereafter, if MTVN Sub has not issued a Put Notice pursuant to Section 10.03(b) or (ii) at any time after January 1, 2011, if an Impasse in accordance with Section 9.08(c) shall have occurred, then RN Sub may deliver to MTVN Sub a written notice stating that RN Sub is willing to buy all of the Interests held by MTVN Sub and its Affiliates (the “Call Notice”). If RN Sub delivers a Call Notice, RN Sub shall be obligated to purchase (directly or through any Affiliate of RN Sub) and MTVN Sub shall be obligated to sell all of its and its Affiliates’ Interests, at an amount (the “Call Price”) equal to the greater of (x) the product of the aggregate Participation Percentage of MTVN Sub’s and its Affiliate’s Interests and the Appraised Value and (y) the original principal amount of the MTVN Note (the “MTVN Note Value”).
Sample 1
Put Call Right. (a) Executive's Put. In partial consideration of the Executive's noncompetition covenant pursuant to Section 8(b), at any time following the Effective Date, the Executive and/or any Permitted Transferee (as defined below) shall have the right (the "Put Right"), exercisable by delivery of a written notice (the "Put Notice") to the Company, to require the Company to purchase up to all, of the 258,333 Executive Performance Options (the "Put Options") (which Put Options have vested in accordance with their terms) granted to the Executive pursuant to the Xxxxxx Scientific International Inc. 1998 Equity and Incentive Plan (the "1998 Option Plan"), for an aggregate purchase price (the "Put Price") of $5,000,000 in cash, subject to the provisions of this Section 11. Following receipt of any Put Notice, the Company shall be required to pay the portion of the Put Price related to the portion of the Put Options subject to such Put Notice to the Executive or the Permitted Transferee, as applicable, upon the second business day following the first anniversary of the date the Put Notice is received by the Company; provided, that if on such second business day, the Executive is a "covered employee" whose compensation is subject to the limitation on deductibility imposed by Section 162(m) of the Code, such payment shall be delayed until the first date on which the Executive is no longer such a "covered employee." For purpose of this Section 11, "
Sample 1
Put Call Right. (a) At any time during the Option Period, VSI shall have the right to acquire from RDC, and RDC shall have the right to sell to VSI, the RDC Shares on the terms and conditions described herein. The purchase price for the RDC Shares shall be equal to 60% of the fair market value of the business of 3DV (determined on a going concern basis, but the License and Manufacturing Agreement and the Agreement between AOC and 3DV shall be valued fairly to 3DV for this purpose) and determined by consent between the Boards of Directors of VSI, on the one hand, and RDC, on the other hand, to be fair from a financial point of view to their respective companies; provided that in no event shall RDC be Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. required to sell the RDC Shares based on a valuation of 3DV less than (US) [**]. In the event that the parties shall be unable to reach a consensus on the valuation of 3DV, the matter shall be submitted to an internationally recognized investment bank operating in Israel for determination of the fair market value of the business of 3DV by such investment bank. The purchase price payable for the purchase and sale of the shares shall be paid in cash, or, in the event that the average daily closing price of the common stock of VSI on NASDAQ over the 20 trading day period preceding the closing date shall be at least [**] per share, and, at the election of VSI, a portion of the purchase price (as shall be agreed between VSI and the Shareholders) shall be paid in common stock of VSI with a value (based on the average 45 day prior trading value of such common stock) equal to such portion of the purchase price. If RDC requests, VSI will acquire shares of capital stock of 3DV held by employees of 3DV on the same terms and conditions that VSI shall acquire the RDC Shares. VSI's right to require RDC to sell the RDC Shares and RDC's right to require VSI to purchase the RDC Shares is referred to herein as the "Put/Call Right."
Sample 1
Put Call Right. (a) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 6.7 or any actions that may have been taken under such Section), in the event that (i) the Management Services Agreement has been terminated for any reason and Regional elects to exercise its rights under this Section 10.6 or (ii) the Management Services Agreement has been terminated by Regional and Xxxxxxxx elects to exercise its rights under this Section 10.6, Regional or Xxxxxxxx, as applicable, may, at any time, give written notice (a “Put/Call Notice”) to the Company and the other Member of its desire to have the Company repurchase the Xxxxxxxx Parties’ entire Membership Interest for the fair market value thereof as determined below (the “Put/Call Price”). The Put/Call Price shall be determined by the Independent Appraiser, without regard to any discount for minority equity position or restriction of marketability, and shall be set forth in a written report delivered by such Independent Appraiser (the “Appraisal Report”) to the Company, Regional and Xxxxxxxx within thirty (30) days after the date of its appointment; provided, however, that if a Qualified Offer is then outstanding as described in Section 6.7(a) hereof, the Put/Call Price shall instead be determined based upon the purchase price for the Company Sale set forth in such Qualified Offer. The costs of such Independent Appraiser shall be borne by the Company.
Sample 1
Put Call Right. (i) In the event the Deadlock has not been resolved pursuant to Section 10.1 (a), either SGS or the Minority Shareholders shall have the right to exercise the Put/Call Right by providing to the other and the Company written notice of the Sale Offer or Purchase Offer. If the Minority Shareholders choose to exercise their Put/Call Right, then a Minority Shareholder authorized by all of the Minority Shareholders shall deliver, on behalf of all Minority Shareholders, to SGS and the Company, a written notice executed by all Minority Shareholders. None of the Minority Shareholders can exercise the Put/Call Right until all Minority Shareholders have agreed and executed the notice delivered to SGS; provided, however, if the notice is to propose a Purchase Offer to SGS then not all Minority Shareholders executing the notice have to participate in purchasing SGS’s Shares; further provided, however, that if SGS rejects such a Purchase Offer, then all Minority Shareholders would be required to sell their Shares to SGS at the price specified in such Purchase Offer. The written notice delivered by the Minority Shareholders shall state the terms of the offer, which shall be binding on the Minority Shareholders, including the names of the Minority Shareholders that have elected to participate in the offer, the purchase price and other terms of such offer. Notwithstanding this Section, a Sale Offer proposed by the Minority Shareholders requires all Minority Shareholders to offer to sell all but not less than all of their Shares to SGS in accordance with this Section. If SGS and the Minority Shareholders both deliver written notice to the Company of its exercise of the Put/Call Right, the notice that was first received by the Company shall be the Put/Call Right that shall be exercised.
Sample 1
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Put Call Right 
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Related to Put Call Right

  • Call Right The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchaser or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions: Condition Number of Seller’s Shares as to which there is a Call Right Condition 1 30% Condition 2 30% Condition 3 30% Condition 4 10% However, in case that the Company achieves not less than 2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2010, then the Purchaser or his Nominee(s) shall be permitted to purchase and the Seller shall be obligated to sell 40% of the Shares owned by the Seller and it shall be considered that both Condition 3 and Condition 4 have been met; for purpose of avoiding doubt, there will be no more call right to be granted to the Purchaser even if the Company achieves not less than2 million US Dollar in after-tax profits, as determined under US GAAP, for the fiscal year ending December 31, 2011. Notwithstanding anything in this Agreement, in case that the Seller violates any provisions of this Agreement, the Purchaser shall receive an irrevocable Call Right to any and all of the Seller’s Shares then held by the Seller, without any regard to the Conditions being met. The Purchaser shall be entitled to exercise such Call Right immediately and the Seller shall transfer to the Purchaser or his Nominee(s) all the Seller’s Shares immediately upon the Purchaser’s or his Nominee(s)’s exercise of such Call Right.

  • Company Call Right (a) In connection with any Involuntary Transfer by any Non-Pubco Member, the Company or the Managing Member may, in the Managing Member’s sole discretion, elect to purchase from such Member and/or such Transferee(s) in such Involuntary Transfer (each, a “Call Member”) any or all of Units so Transferred (“Call Units”), at any time by delivery of a written notice (a “Call Notice”) to such Call Member. The Call Notice shall set forth the Unit Redemption Price and the proposed closing date of such purchase of such Call Units; provided that such closing date shall occur within ninety (90) days following the date of such Call Notice. At the closing of any such sale, in exchange for the payment by the Company or the Managing Member to such Call Members of the Unit Redemption Price in cash, (i) each Call Member shall deliver its Call Units, duly endorsed, or accompanied by written instruments of transfer in form satisfactory to the Company or the Managing Member, as applicable, duly executed by such Call Member and accompanied by all requisite transfer taxes, if any, (ii) such Call Units shall be free and clear of any Liens and (iii) each Call Member shall so represent and warrant and further represent and warrant that it is the sole beneficial and record owner of such Call Units. Following such closing, any such Call Member shall no longer be entitled to any rights in respect of its Call Units, including any distributions of the Company or Pubco thereupon (other than the payment of the Unit Redemption Price at such closing), and, to the extent any such Call Member does not hold any Units thereafter, shall thereupon cease to be a Member of the Company and, to the extent any such Call Member does not hold any shares of Pubco Common Stock thereafter, shall thereupon cease to be a stockholder of Pubco.

  • 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.

  • Put Right At any time after November 15, 2009 and prior to November 15, 2013, any Partner who has held Units for at least three years (the “Put Partner”) shall have the right to request that the Partnership redeem all of such Units. Such request shall be made in writing, state a requested date for the redemption (the “Requested Redemption Date”) and be delivered to the General Partner at least 60 calendar days in advance of the Requested Redemption Date. The General Partner shall determine whether the Partnership has sufficient funds to grant the request, which determination shall be made prior to the Requested Redemption Date in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are available, the request shall be granted, and the Partnership shall transfer and deliver to the Put Partner no sooner than the Requested Redemption Date, but no later than 60 calendar days thereafter, 92% of the Unreturned Invested Capital of the Put Partner with respect to the redeemed Units determined as of the Requested Redemption Date; provided that the sum of the percentage interests in Partnership capital or profits transferred during the taxable year of the Partnership does not exceed 9% of the total interests in partnership capital or profits as determined in the sole discretion of the General Partner. Notwithstanding the foregoing, at no time during any 12-month period may the number of Units redeemed by the Partnership exceed 2% of the number of Units outstanding at the beginning of such 12-month period unless such redemption is otherwise deemed to be a disregarded transfer for purposes of determining whether the Partnership is a publicly traded partnership pursuant to Regulations Section 1.7704-1 as determined in the sole discretion of the General Partner. If the General Partner determines that sufficient funds are not available, or if the requested redemption would cause the number of Units redeemed by the Partnership to exceed 2% of the number of Units outstanding at the beginning of such 12-month period, the Partnership shall either (i) decline to perform the requested redemption or (ii) perform the requested redemption solely to the extent such redemption does not violate the provisions of Section 9.3 or this Section 9.4, to be decided in the sole discretion of the General Partner. Each Put Partner covenants and agrees with the Partnership and the General Partner that all Units delivered in connection with the exercise of the put right under this Section 9.4 shall be delivered to the Partnership or the General Partner, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind and, notwithstanding anything contained herein to the contrary, neither the Partnership nor the General Partner shall be under any obligation to acquire any Put Partner’s Units, (1) to the extent that any such Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind or (2) in the event that any such Put Partner shall fail to give the General Partner adequate assurances that such Units are not subject to any such liens, encumbrances, liabilities, claims or charges of any kind or shall fail to agree to fully indemnify the General Partner from any such liens, encumbrances, liabilities, claims or charges of any kind as well as any costs and expenses relating to the Put Partner’s Units or the exercise of the put right. Each Put Partner further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Units to the Partnership or General Partner, respectively, each such Put Partner shall assume and pay such transfer tax. Table of Contents

  • Call Rights (a) Subject to the terms and conditions of this Section 4, the Company shall have the following call rights with respect to the Warrant:

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

  • Termination; Optional Clean-Up Call In connection with the Trust Agreement, the Master Servicer hereby agrees to the following obligations described below. For purposes of this Section 7 only, any capitalized term used but not defined in this Assignment Agreement has the same meaning assigned thereto in the Trust Agreement. In the event that a Person specified in Section 11.01 of the Trust Agreement chooses to exercise its option set forth therein to purchase the Mortgage Loans and REO Properties or to conduct an Auction Call for such property of the Trust Fund, as the case may be, by no later than the 10th day of the month of the final distribution, such Person shall notify the Depositor, the Trustee and the Securities Administrator of the final Distribution Date and of the applicable purchase or sale price of the Mortgage Loans and REO Properties determined and in the manner as provided in the Trust Agreement. In the event the Mortgage Loans and REO Properties are purchased or sold pursuant to Section 11.01 of the Trust Agreement, the Master Servicer shall remit to the Securities Administrator the applicable Termination Price on the Remittance Date immediately preceding the applicable final Distribution Date. Upon such final deposit with respect to the Trust Fund and the receipt by the Securities Administrator and the Custodians of a Request for Release therefor, the Master Servicer shall direct the Custodians to release to the Master Servicer or its designee the Custodial Files for the Mortgage Loans.

  • 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.

  • Co-Sale Right In the event that any Founder of any Founder Holding Company proposes to sell any or all of the number of Shares (the “Founders’ Offered Shares”), then the Remaining Shares shall be subject to co-sale rights under this Section 8.3 and each ROFR Holder who has not exercised any of its right of first refusal with respect to the Founders’ Offered Shares (the “Co-Sale Right Holder”) shall have the right, exercisable upon written notice to the Proposed ROFR Seller, the Company and each other Co-Sale Right Holder (the “Co-Sale Notice”) within ten (10) Business Days after receipt of First Refusal Expiration Notice (the “Co-Sale Right Period”), to participate in such sale of the Remaining Shares on the same terms and conditions as set forth in the ROFR Notice. The Co-Sale Notice shall set forth the number of Ordinary Shares that such Co-Sale Right Holder wishes to include in such sale or transfer, which amount shall not exceed the Co-Sale Pro Rata Portion (as defined below) of such Co-Sale Right Holder. To the extent one or more of the Co-Sale Right Holders exercise such right of participation in accordance with the terms and conditions set forth below, the number of Ordinary Shares that such Proposed ROFR Seller may sell in the transaction shall be correspondingly reduced. The co-sale right of each Co-Sale Right Holder shall be subject to the following terms and conditions:

  • 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.

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