Put/Call Rights Sample Clauses
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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇ fails to timely cure any default by ▇▇▇▇ 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 ▇▇▇▇.
16.2.2 ▇▇▇▇ shall have the right to cause WPHC to acquire the Interest of ▇▇▇▇ 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 ▇▇▇▇'▇ 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, ▇▇▇▇ 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 ▇▇▇▇ shall assign its Interest in the Company free and clear of all liens, security interests and competing claims. ▇▇▇▇ 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. ▇▇▇▇ shall have no duty, obligation or right to continue as Manager of the Company after such transfer of its 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 ▇▇▇▇▇▇▇▇ from September 1, 2013 until December 31, 2015, for the Purchase Price. ▇▇▇▇▇▇▇▇ 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. (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 Closing Date, USANi Sub shall have the right to require Universal to purchase all (but not less than all) its and its Affiliates' Common Interests (the "USAi Put"), in each case at a purchase price equal to the Appraised Value thereof. Notwithstanding the foregoing, for so long as USAi or its Affiliates shall be the holder of any Preferred Interests, at the election of USANi Sub, any Call or Put under this Section 10.03(a) shall only be applicable to a portion of the Common Interests of USANi Sub and its Affiliates such that upon the consummation of the applicable purchase and sale USAi and its Affiliates would retain a Participation Percentage of 1%, and in such event the determination of Appraised Value shall only apply to the portion of the Common Interests of USAi and its Affiliates subject to such Call or Put.
(i) At any time after the first anniversary of the Closing Date, Diller (or his executor, administrator or trustee, as the case may be) ▇▇▇▇l have the right to sell all (but not less than all) its Common Interests to Universal (the "Diller Put"), and (ii) at any time after the later of (A) the second ▇▇▇▇▇▇rsary of the Closing Date and (B) such time that Diller is no longer chief executive officer of the Partnership, Unive▇▇▇▇ ▇hall have the right to purchase all (but not less than all) the Common Interests of Diller (the "Diller Call"), in each case at a purchase price equal to ▇▇▇ ▇reater ▇▇ (▇) the Appraised Value thereof and (y) $275,000,000. In the event that Diller's employment is terminated without Cause or as a result of his ▇▇▇▇▇, Diller terminates his employment for Good Reason or Diller becomes Disabled, the Diller Put shall become thereafter exerc▇▇▇▇▇▇ (by Diller, or his exe▇▇▇▇▇, administrator, or trustee, as the case may b▇) ▇▇▇ediately upon such termination or upon becoming Disabled.
(c) A Call or a Put may be exercised by the applicable party by providing notice to Universal in the case of a Put, USA in the case of a USAi Call, or Diller in the case of a Diller Call, in each case in accordance with ▇▇▇▇▇▇n 14.01. The purch▇▇▇ ▇▇d sale of the Selling Party's Common Interests shall be consummated at a closing the date and time o...
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. 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).