Put/Call Rights. (a) Put/Call Right Regarding AAG Member’s Membership Interests
(i) At any time after the 5th anniversary of the Closing Date, or (subject to the AAG Member’s rights under Section 7.5(b)) at any time prior to the 5th anniversary if Xxxx Xxxxxxxx is removed with Good Cause as the Dealer of Record, the LMP Member shall have the right to cause AAG Member to sell (the “Call Right”) all, but not less than all, of its Membership Interests (the “AAG Membership Interests”) by delivering to AAG Member, written notice (“Call Notice”) of the LMP Member’s election to exercise the Call Right, which notice shall set forth that it is an election to exercise the Call Right pursuant to this Section 7.7(a) of the Agreement.
(ii) At any time after the 1st anniversary of the Closing Date, the AAG Member shall have the right to cause LMP Member to purchase (the “Put Right”) all, but not less than all, of the AAG Membership Interests by delivering to LMP Member, written notice (“Put Notice”) of the AAG Member’s election to exercise the Put Right, which notice shall set forth that it is an election to exercise the Put Right pursuant to this Section 7.7(a) of the Agreement.
(iii) The date the Put Notice or Call Notice, as applicable, is received by the non-delivering party is hereinafter referred to as the “Put-Call Notice Date.”
(iv) The purchase price for the AAG Membership Interests purchased under this Section 7.7(a) shall be as determined in accordance with Section 7.8, and payable as set forth in Section 7.9 below, and the closing of such purchase shall occur as provided in Section 7.10 below.
(v) Notwithstanding anything herein to the contrary, the Call Right and/or the Put Right are subject to Manufacturer Rules, including any right of the Manufacturer to consent to and/or approve of such actions. In the event that any Manufacturer rejects a proposed Transfer of Membership Interests either pursuant to an exercise of the Call Right or an exercise of the Put Right and such rejection does not violate the respective parties’ rights under either trhe DA’s or applicable law, then the proposed Transfer shall not be consummated.
Put/Call Rights. The Employee will have rights to put to the Company and the Company shall have rights to call from the Employee shares of capital stock of the Company owned or acquired by the Employee on the Merger Date without restriction, as set forth on attached Exhibit A. The parties will agree on a fair and reasonable valuation process no later than the Merger Date.
Put/Call Rights. 16.2.1 WPHC shall have the option (the "Call Option") to acquire the Interest of Xxxx in the Company, including his right to receive any distributions related to any periods prior to and including the Option Closing Date: (i) on and after the Final Closing for the Option Price, or (ii) on or after the Construction Loan Outside Date, for $100.00 if the Construction Loan Closing has not occurred by the Construction Loan Outside Date for any reason whatsoever, or (iii) at any time for $100.00 if Xxxx fails to timely cure any default by Xxxx under this Agreement. The exercise by WPHC of the Call Option described in item (i) of this Section is conditioned on WPHC performing its obligation to make the Final Closing Capital Contribution when and as required under this Agreement. To exercise its Call Option, WPHC shall provide written notice of exercise to Xxxx.
16.2.2 Xxxx shall have the right to cause WPHC to acquire the Interest of Xxxx in the Company, including his right to receive any distributions related to any periods prior to and including the Option Closing Date, at Final Closing for the Option Price (the "Put Option") by providing written notice to WPHC of Xxxx'x intention to exercise the Put Option, provided that all the Final Closing Funding Conditions have been satisfied.
16.2.3 If the Call Option or Put Option is exercised, Xxxx shall forthwith upon request of WPHC execute an Assignment of Interest in the form of Exhibit Q or Exhibit R, as applicable, attached hereto, wherein Xxxx shall assign its Interest in the Company free and clear of all liens, security interests and competing claims. Xxxx shall execute such other instruments of transfer and of due authorization, execution and delivery and of the absence of any such liens, security interests or competing claims as WPHC may reasonably request. Xxxx shall have no duty, obligation or right to continue as Manager of the Company after such transfer of its Interest.
Put/Call Rights. In the event your employment with the Company is terminated for any reason other than for Cause, and if the Company is not publicly traded on an established stock exchange at such time, you (or your estate) shall have a right to Put to the Company any stock of the Company you own at the date of termination, and the Company shall redeem such stock from you at a price equal to fair market value; or, in the event of such Termination, other than for Cause, the Company shall have a right to Call upon you (or your estate) and you (or your estate) shall sell to the Company the stock of the Company you own at the date of termination to the Company at a price equal to fair market value. The term fair market value for this Section shall mean the highest price at which the Company has sold its stock in a bona-fide transaction of more than $5 million dollars with an unaffiliated third party purchaser(s) in the twelve (12) months preceding the date of termination. If no such sale has taken place, the parties shall mutually agree upon an independent appraiser to determine such fair market value of the stock. Payment for the stock, under this Section, shall be made at the later of (i) one hundred and eighty (180) days from the date of termination or (ii) the date of final fair market value appraisal. In the event a Put is exercised by you (or your estate), under this Section, and if the Company is unable to make full payment at the date of such Put exercise due to an unreasonable financial burden to the Company, the Company shall have up to five years to make payments to you in equal quarterly installments with interest at the rate equal to prime rate announced from time to time by Citibank, N.A. ("Interest") Provided, further, the Company shall have a right, if it is unable to make such quarterly payment, to defer one quarter payment each year, until such time it has sufficient capital to make such payment, but in no event later than the expiration of the fifth year, with the deferred payment accruing Interest.
Put/Call Rights. (i) At any time, and from time to time, after the fifth anniversary of the Closing Date, Universal shall have the right to purchase all (but not less than all) the Common Interests of USAi and its Affiliates (the "USAi Call"), and (ii) at any time, and from time to time, after the eighth anniversary of the
Put/Call Rights. The Company has the right to acquire the Gross Income Interest of Xxxxxxx from September 1, 2013 until December 31, 2015, for the Purchase Price. Xxxxxxx has the right to require that his Gross Income Interest be purchased by the Company any time from September 1, 2011 until December 31, 2015, for the Purchase Price.
Put/Call Rights. (a) (i) Parent shall have the right, exercisable (1) within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following the seventh anniversary of the Closing Date; and (2) with respect to each subsequent anniversary of the Closing Date, within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following such subsequent anniversary, to purchase, all (but not less than all) the Shares held by any Grantee (the "Parent Call"), at a purchase price per Share equal to the Appraisal Value (as defined below) thereof.
Put/Call Rights. In the event of termination of Executive’s employment without Cause, for Good Reason or as a result of non-renewal of this Agreement, Executive shall have a put option to require, by providing the Company with a notice (the “Put Notice”) within thirty (30) days after the Termination Date, the Company to purchase within thirty (30) days after the Company’s receipt of the Put Notice all, but not less than all, of the vested Equity Interests held by Executive as of the Termination Date, including the vested Equity Interests Executive acquired pursuant to the Equity Compensation Program, at Fair Market Value based on the most recent Fair Market Value determination made by the Company Board if made within the preceding six (6) months (or such purchase will be made within thirty (30) days after and based upon the next Fair Market Value determination made by the Company Board if such Board has not yet made any such determination or if the most recent determination was made more than six (6) months before the Termination Date). If such put option is not exercised by delivery of a Put Notice within the thirty (30) day period described above, then the Company shall have a call option to purchase on the next Scheduled Liquidity Event all, but not less than all, of the vested Equity Interests in the Company held by Executive as of the Termination Date, including the vested Equity Interests acquired through the Equity Compensation Program, at Fair Market Value determined at the next Scheduled Liquidity Event. To exercise the call option, the Company shall notify Executive on or before the next Scheduled Liquidity Event.
Put/Call Rights. If the Buyer's Shares have not been sold pursuant to Section 4.1 or pursuant to a registration within five (5) years after the closing of the Stock Purchase Agreement (the "Trigger Date"), then CBMI will have the right to put the Buyer's Shares to APSH and to require APSH to purchase all of the Buyer's Shares then owned by CBMI for cash on the terms set forth in this Section 4.2. This put right must be exercised by CBMI, if at all, within sixty (60) days after the Trigger Date by written notice of such exercise to APSH (the "Exercise Date"). If CBMI or a Permitted Transferee acquires or otherwise comes to control a Competing Business, then APSH will have the right to call the Buyer's Shares for cash, and to require CBMI or the Permitted Transferee to sell all of Buyer's Shares then owned by such parties on the terms set forth in this Section 4.2. For purposes of this call provision, the "Trigger Date" shall be the date of acquisition of the Competing Business, and the "Exercise Date" shall be sixty (60) days after APSH receives notice of the consummation of such acquisition.
Put/Call Rights. (a) At any time on or after the third (3rd) anniversary of the effective date of the First Amended and Restated Agreement, the Xxxxxx Member shall have the right (but not
