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. A Put Event under, and as defined in, the Put Agreement.
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. Put Event means any of the following events:
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. 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. If during the Lease Term the Guarantor either (i) records in conformity with GAAP, consistently applied, on its financial statements net cash proceeds of at least $100,000,000.00 as a result of a non-recurring, non-operating gain arising out of an asset disposition or substantially similar transaction or (ii) records net income of at least $12,500,000.00 per quarter, averaged over eight (8) consecutive quarters (each such event being referred to herein as a "Put Event"), Lessee shall notify Lessor promptly (and in all events within 45 days after the occurrence of the Put Event) that a Put Event has occurred (the "Event Notice"). Within thirty (30) days after receipt of the Event Notice, Lessor shall have the right (exercised by notice to the Lessee within such 30 day period) to cause Lessee to exercise the Termination Option in accordance with Section 12.1 and acquire the Property upon payment of the sums specified in Section 12.1; provided, however, notwithstanding the provisions of Section 12.1 to the contrary, Lessee shall be required to close on the purchase of the Termination Option on or before the 60th day after Lessee receives notice from Lessor that Lessor is requiring Lessee to exercise the Termination Option. Should Lessor fail to provide such notice within the 30 day period, Lessor's right to require Lessee to exercise the Termination Option shall automatically and without further action cease and terminate with respect to the Put Event giving rise to the right in Lessor.
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) An Existing Stockholder (or as the case may be, the estate of Existing Stockholder) shall have the right to offer for sale to the Corporation up to 50% of such Existing Stockholder's Stock (such offered Stock, the "Put Stock"), and subject to the provisions of paragraph (b), the Corporation shall purchase the Put Stock
(i) The death of such Existing Stockholder; or
(ii) Such Existing Stockholder's employment with the Corporation is terminated as a result of such Existing Stockholder's disability in accordance with Section 9.11.
(b) In the event that the Corporation shall become obligated to purchase the Put Stock of an Existing Stockholder pursuant to the provisions of paragraph (a) above, the Corporation may, at its sole option and within 60 days after the occurrence of the Put Event, designate all or a portion of the Put Stock as available for purchase from the selling Existing Stockholder (or as the case may be, the estate of the selling Existing Stockholder) by the Remaining Stockholders at the price and upon the terms available to the Corporation and in the manner set forth in paragraphs (b), (c) and (d) of Section
