Put Events. A "Put Event" shall mean the occurrence or existence of one or more of the following events or conditions (for any reason, whether voluntary, involuntary or effected or required by Law):
Put Events. 41 7.2 Consequences of a Put Event.................................................... 41 7.3
Put Events. If any of the following shall occur (each, a "Put ---------- Event"):
(a) either Subsidiary elects to terminate its respective Marketing Agreement, dated of even date herewith, by and between each of Greenver and Investor and Invernaderos and Investor; (b) Investor continues to own any Holdings Shares on the date that is ten years from the date of this Agreement; or (c) the Common Holders in the aggregate transfer Shares that represent more than 50% of the outstanding equity of Holdings or either Subsidiary at any time for a period of thirty (30) calendar days following such Put Event, Investor shall have the option, to give a notice (the "Put Notice") to the Common Holders of Investor's election under this Section 6 and thereafter, the Common Holders shall have the choice either to: (i) purchase all, but not less than all, of Investor's Shares at the Put Price (as defined); or (ii) cause the redemption of the Shares at the Put Price through reduction of capital stock of Holdings or either Subsidiary through a shareholder meeting or in any other manner permitted by law.
Put Events. Subject to Section 5(g)(ii) and (iii), the right of the Holder to require the Company to purchase this Warrant or any portion thereof under Section 5(a) hereof shall be exercisable upon or at any time after the occurrence of any of the following events or circumstances, or upon the agreement or authorization by or on behalf of the Company or any of its shareholders to undertake any of the following (each a “Put Event”):
(i) the occurrence of a Deemed Liquidation Event; or
(ii) the occurrence of an Event of Non-Compliance; ;provided, however, in the event that the Certificate of Incorporation contains any condition, provision or agreement that would directly or indirectly prohibit the performance of the Company’s obligations to redeem the Warrant under this Section 5 without the approval of any or all of the Company’s stockholders, the Company hereby covenants and agrees that it shall not consummate any transaction that would cause a Deemed Liquidation Event, nor shall it enter into any agreement or authorization by or on behalf of the Company or any of its stockholders to undertake any transaction that would cause a Deemed Liquidation Event, unless the stockholders of the Company resolve and agree to permit the performance of the Company’s obligations to redeem the Warrant under this Section 5 contemporaneously with such transaction. Notwithstanding anything to the contrary contained in this Warrant, and in addition to any other remedies the Holder has hereunder in respect thereof, failure by the Company to fully comply with the requirements of this Section 5(b) (i) shall render the Holders obligations under Section 12 hereof null and void and (ii) cause the Company to issue a promissory note the Holder in accordance with Section 6(g)(iii)(D) hereof.
Put Events. The right of each Warrantholder to require the Company to purchase the Warrant Securities under Section 10(a) hereof shall be exercisable upon or at any time after the occurrence of any of the following events or circumstances (each a "Put Event"):
(i) November 19, 2005;
(ii) the occurrence of a Change of Control; or
(iii) the dissolution, winding-up o liquidation of the Company or Healthcare, or the sale of all or substantially all of the assets of the Company or Healthcare.
Put Events. The right of the Required Holders to require the Company to purchase the Warrant Securities or any portion thereof under Section 11(a) hereof shall be exercisable at any time ninety (90) days after the date of this Warrant other than (A) such time during which the Company maintains an effective registration statement with respect to the resale of all shares of common stock of the Company acquired or acquirable upon exercise of the Warrants held by the Holder or (B) all shares of common stock of the Company acquired or acquirable upon exercise of the Warrants are eligible for resale, without registration, in any three-month period under Rule 144 of the Securities Act (including Rule 144(k)) or any similar rule or regulation hereinafter adopted by the Commission; provided, however, resales of such shares under the registration statement may be blocked by the Company to prevent premature disclosure of nonpublic information by the Company pursuant to Section 2(f) of that certain Registration Rights Agreement dated as of the date hereof by and among the Company and the investors listed on the signature pages thereto.
Put Events. At any time after (i) the occurrence of an Event of Default (without cure or waiver by the holders of a majority of the Underlying Common Stock or of the Majority Noteholders) of a type described in Sections 9A(i), 9A(ii), 9A(viii), 9A(x) and for so long as such Event of Default is continuing, or upon the occurrence of a Change of Control, or (ii) the first anniversary of the occurrence of any Event of Default (without cure or waiver by the holders of a majority of the Underlying Common Stock or of the Majority Noteholders) other than those described in Sections 9A(i), 9A(ii), 9A(viii) or 9A(x) (collectively, a “Triggering Event”), any holder of Warrants or Underlying Common Stock (collectively, the “Put Securities”) shall have the option to require the Company to purchase all of the Put Securities then outstanding held by such holder at a purchase price equal to the price specified in Section 8E for the Put Securities. Such option may be exercised by written notice (a “Put Notice”) to the Company to that effect given at any time prior to (x) 20 business days after such holder receives written notice from the Company of the occurrence of such Event of Default or Change of Control, in the case of an Event of Default described in clause (i) above or a Change of Control, or (y) 20 business days after the latter of the first anniversary of the occurrence of such Event of Default and the date upon which such holder receives written notice from the Company of the occurrence of such Event of Default, in the case of any Event of Default not described in clause (i) above.
Put Events. The right of the Equity Holders to require the Company to purchase the Put Securities or any portion thereof under Section 4(a) shall be exercisable upon or at any time or from time to time after the occurrence of any of the following events or circumstances, or upon the agreement or authorization by or on behalf of the Company or any of its stockholders to undertake any of the following (each a "Put Event"):
(i) September 21, 2005;
(ii) Any Change of Control;
(iii) Except for the Mergers and Redemptions, any merger or consolidation in which the Company is not the surviving corporation, share exchange by the Company's stockholders, voluntary sale, conveyance, exchange, transfer or other disposition to another Person of all or substantially all of the assets of the Company and its Subsidiaries, or the liquidation, winding up or dissolution of the Company or any of its Subsidiaries; or
(iv) the occurrence of an Event of Default.
Put Events. The right of the Required Holders to require the Company to purchase the Warrant Securities or any portion thereof under Section 11(a) hereof shall be exercisable at any
Put Events. Section 4(a) of the Put-Call Agreement is hereby amended and restated in its entirety to read as follows:
