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. (a) Except as provided in section 6.2 hereof, from the Effective Date through March 31, 2016, no Member shall have any put-call rights.
(b) At any time during Fiscal Year 2017 (April 1, 2016 through March 31, 2017), BTI and Mid-Atlantic shall have the right to put all of their Units to ADS/V at a per Unit price equal to the Company’s Fiscal Year 2016 EBITDA (based upon the final audited EBITDA of the Company) multiplied by 7 and then divided by the total number of outstanding Units of the Company to determine the per Unit price.
(c) At any time after the end of Fiscal Year 2017, BTI and Mid-Atlantic shall have the right to put all of their Units to ADS/V at a per Unit price equal to EBITDA for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units of the Company to determine the per Unit price.
(d) At any time after the end of Fiscal Year 2016 (April 1, 2015 through March 31, 2016), ADS/V shall have a call right requiring BTI and Mid-Atlantic to sell all of their Units to ADS/V upon the earlier to occur of the following: (i) the Company generating $5,000,000 EBITDA during any completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) or (ii) the completion of Fiscal Year 2018. The per Unit purchase price for this call right shall be (i) if the call right is exercised prior to Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) multiplied by 7 and then divided by the total number of outstanding Units of the Company to determine the per Unit price or (ii) if the call right is exercised on or after Xxxxx 0, 0000, XXXXXX for the Company’s most recent completed Fiscal Year (based upon the final audited EBITDA of the Company for such Fiscal Year) multiplied by 6 and then divided by the total number of outstanding Units of the Company to determine the per Unit price. For purposes of Calculating EBITDA, annual research and development expenses of the Company in excess of $100,000 will be added back to EBITDA.
(e) At the closing of any of the transactions contemplated in section 6.1 hereof, BTI and Mid-Atlantic shall sell, transfer and assign to ADS/V all right, title and interest in and to BTI’s and Mid-Atlantic’s Units and all of their respective interests with respect to the Company, free and ...
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. 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. (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. Paragraph 5 of the Lamb Letter is hereby amended as follows: The Company agrees not to call Employee’s options. Employee agrees that the put period shall be as follows: Employee’s put rights as described herein shall expire on the earlier of February 15, 2006, or the date of the Company’s Initial Public Offering (“IPO”). A cashless option exercise will be made available to Employee in the event of an IPO. In the event a Company IPO has not occurred prior to January 15, 2006, Employee shall have the right to put his options to the Company during the period beginning January 15, 2006 and ending February 15, 2006 Notwithstanding the foregoing, if the Company repurchases Employee’s options pursuant to the put rights described herein, the repurchase price for each option will be calculated assuming an underlying share price of $65 per share (i.e. $25 net per share option).
Put/Call Rights. Any JV Member (the "Offering Party") may at any time make a written offer to buy all (but not less than all) of the Shares and all related Share Rights in the JV Company from another JV Member (the "Other Party") specifying the offered purchase price and other major terms, warranties, provisions and conditions of such proposed purchase (the "Offer Terms"). Neither the JV Company nor any Relative nor other Affiliate of a JV Member may be either the proposed purchaser or the Offering Party). The Other Party shall have a right to either (i) accept the offer and sell all of its Shares on the Offer Terms, or (ii) agree to buy and purchase the Offering Party's Shares on the Offer Terms, by giving Selling Party a written notice of its election to make such sale or purchase (as applicable) within sixty (60) days from its actual receipt or refused delivery of Selling Party's notice (the "Election Period"). If both Other Parties so elect to purchase, their purchase shall be pro rata in proportion to their respective Share ownership or as they may otherwise mutually agree in writing. The Offering Party purchasing shares from an Other Party electing to sell, or the Other Party electing to purchase, the applicable Shares pursuant to this subsection (b) shall complete its purchase on the Offer Terms within sixty (60) days after its election to do so (as extended, the "Closing Period") If no Other Party elects within the Election Period to purchase the applicable Shares from the Offering Party on the Offer Terms, or if the applicable Other Party does not complete its election to purchase the applicable Shares during the Closing Period, the Offering Party may purchase the Shares of the Other Party on the Offer Terms during the sixty (60) day period following the end of Election Period or Closing Period, as applicable.
