Put Event Sample Clauses

Put Event. 4.02 Registrar................................................ 2.05

Put Event. The Series A Preferred Shares shall not be subject to any put rights at any time prior to March 31, 2011, which date may be extended by up to an additional thirty (30) days by written consent of both parties. Thereafter, in the event the Corporation fails to raise, or have executed subscriptions and amounts held in escrow to raise, a minimum of $10,000,000 in connection with the Private Placement (the “Put Event”), upon written notice to Piedmont, Purchaser shall have the right, but not the obligation, to sell or otherwise return all of the Series A Preferred Shares in exchange for Piedmont’s cancellation of the Promissory Note and all indebtedness and other obligations owed by Purchaser to Piedmont thereunder.

Put Event. For purposes of this Section 5, a “Put Event” shall mean (A) the third anniversary date of this Agreement, or (B) the effective date of an initial public offering of Shares by Issuer registered under the 1933 Act that is not a Qualified Public Offering. The rights of Investor under this Section 5 shall terminate on the earliest to occur of (i) the tenth anniversary date of this Agreement, or (ii) the effective date of a Qualified Public Offering if the stock price per share in such offering exceeds the Corporate Equity Value per share.

Put Event. An Event of Default hereunder pursuant to any of Sections 16.1(a) (arising out of any material default under any such other lease or other agreement or instrument), 16.1(c), 16.1(e) (arising out of (i) a breach or default by Lessee during the Term of any of its obligations or covenants pursuant to Sections 7.2.1, 7.2.2, 7.2.3, 7.2.5, 7.4, 37.1 or 37.2 or (ii) any other failure of Lessee to obtain and maintain all material licenses, permits and other authorizations to use and operate any Facility for its Primary Intended Use in accordance with all Legal Requirements), 16.1(j), 16.1(k) (arising out of a breach of any material representation or warranty of Lessee or any Guarantor in any such document), 16.1(1) and/or 16.1(o). Notwithstanding that Lessor and Lessee have specifically defined a "Put Event" for the limited purpose of setting forth the circumstances under which Lessor shall be entitled to the remedy set forth in Section 16.5, in no event shall this definition derogate the materiality of any other Event of Default (including any Event of Default which does not constitute a Put Event) or otherwise limit Lessor's rights and remedies upon the occurrence of any such Event of Default, including those rights and remedies set forth in Sections 16.2, 16.3, 16.4, 16.8, 16.9 and/or 16.10.

Put Event. If, at any time the Escrow Agent receives a certificate, substantially in the form attached hereto as Annex C (the “Put Event Certificate”), the Escrow Agent shall, on the Escrow Release Date specified therein, disburse from the Escrow Account pursuant to the instructions set forth therein. Notwithstanding the foregoing, in the event that the Escrow Agent receives the Put Event Certificate at or after 11:00 a.m. (New York City time) and the Escrow Release Date specified therein is the date the Escrow Agent receives such Put Event Certificate, the Escrow Agent shall use commercially reasonable efforts to disburse from the Escrow Account pursuant to the instructions set forth therein on the same Business Day, but shall not be required to disburse from the Escrow Account until the next succeeding Business Day (which shall then become the Escrow Release Date); provided, that, if on the day the Escrow Agent receives the Put Event Certificate the Escrow Property is invested in U.S. Government Securities, and the Escrow Release Date specified therein is the date the Escrow Agent receives such Put Event Certificate, the Escrow Agent shall use commercially reasonable efforts to disburse from the Escrow Account pursuant to the instructions set forth therein, but if the Escrow Agent is unable to so disburse, the Escrow Agent shall use commercially reasonable efforts to disburse from the Escrow Account pursuant to the instructions set forth therein on the next succeeding Business Day (which shall then become the Escrow Release Date). The Escrow Agent shall be fully protected acting in reliance upon such Put Event Certificate, and shall have no duty or obligation to determine whether such Put Event Certificate complies with the terms of the Purchase Agreement or otherwise.

Put Event. At any time upon the Note Trustee becoming aware that a Put Event has occurred, the Note Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding shall, give notice to the Noteholders in accordance with Condition 17 (Notice) specifying the nature of the Put Event and the procedure for exercising the Put Option.

Put Event. If during the period between the date hereof and the sixth month anniversary of the Effective Date, the Common Stock fails to be listed or quoted for trading on the NASDAQ for a period of four consecutive Trading Days, then a Purchaser may provide the Company with a notice (an "EVENT NOTICE ") requiring the Company to reacquire all or a portion of the Shares which such Purchaser acquired hereunder and then still holds at a put price (the "PUT PRICE") per share equal to the greater of: (i) the purchase price per Share paid by the Purchaser for such shares and (ii) the closing sales price per share for such Shares on the date of the delivery of the Event Notice or date of the payment in full of the Put Price, whichever is greatest (if there is no closing sales price on such date, then the last closing sales price reported for the Common Stock shall be the closing sales price calculated for such purpose). The Company shall pay the Put Price by the seventh Trading Day following the date of the delivery of the Event Notice. Interest shall accrue on the aggregate Put Price from the date such amount is due until paid in full at the rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law), to accrue daily from the date such payment is due hereunder through and including the date of payment. Any Event Notice may be rescinded by the delivering Purchaser at any time prior to its receipt of the full Put Price.

Put Event. From the date of this Agreement until the Effective Date, upon the occurrence of any of the following events (each, an "Event"), a Purchaser may provide the Company with a notice (an "Event Notice ") requiring the Company to reacquire all or a portion of the Shares which such Purchaser acquired hereunder and then still holds at a put price (the "Put Price") per share equal to the Purchase Price Per Share paid by the Purchaser for such shares: (a) immediately prior to an assignment by the Company for the benefit of creditors or commencement of a voluntary case under Title 11 of the United States Code, or an entering into of an order for relief in an involuntary case under Title 11 of the United States Code, or adoption by the Company of a plan of liquidation or dissolution; (b) the Common Stock fails to be listed or quoted for trading on the NASDAQ for a period of three Trading Days (which need not be consecutive Trading Days); and (c) the Registration Statement is not declared effective on or prior to the 180th day following the Closing Date. The Company shall pay the Put Price by the fifth Trading Day following the date of the delivery of the Event Notice. Interest shall accrue on the aggregate Put Price from the date such amount is due until paid in full at the rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law), to accrue daily from the date such payment is due hereunder through and including the date of payment. Any Event Notice may be rescinded by the delivering Purchaser at any time prior to its receipt of the full Put Price.

Put Event. Following the occurrence of any of the following events (each, an "Event") the Purchasers may provide the Company with a notice (an "Event Notice ") requiring the Company to reacquire all or a portion of the Shares which the Purchasers acquired hereunder at the put price ("Put Price") per share equal to the sum of (i) 125% multiplied by the greater of the average of the Per Share Market Values for the five (5) Trading Days preceding the (A) date of the delivery of the Event Notice, and (B) date the Put Price is paid in full, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of such Shares: (a) upon the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of in excess of 1/3 of the voting securities of the Company, (ii) a replacement of more than one-half of the members of the Company's board of directors which is not approved by those individuals who are members of the board of directors on the date hereof in one or a series of related transactions, (iii) the merger of the Company with or into another entity, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, unless following such transaction or series of transactions, the holders of the Company's securities prior to the first such transaction continue to hold at least 2/3 of the securities of the surviving entity or acquirer of such assets or (iv) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (i), (ii) or (iii); (b) immediately prior to an assignment by the Company for the benefit of creditors or commencement of a voluntary case under Title 11 of the United States Code, or an entering into of an order for relief in an involuntary case under Title 11 of the United States Code, or adoption by the Company of a plan of liquidation or dissolution; (c) five Business Days prior to the proposed consummation with respect to the Company of a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act (or, if necessary, such earlier date as the Company shall determine in good faith to be required in order for the Holder to be able to participate in such transaction), it being agreed that the Holder will receive actual notice...

Put Event. A Put Event under, and as defined in, the Put Agreement.