Put Option Sample Clauses

Put Option. The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party. 6.1 Notwithstanding the foregoing, Lender shall have the right, but not the obligation, to accelerate the exercise of the Put Option upon a Fundamental Transaction (as defined in the Loan Agreement), as follows: The Company shall send written notice of the proposed Fundamental Transaction (“Fundamen...

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)). (b) If the Executive desires to exercise its option to require Investors to repurchase Units pursuant to Section 7.1(a), the Executive shall send one written notice to Investors setting forth the intention of Executive and Permitted Transferees, if applicable, to collectively sell all Units pursuant to Section 7.1(a) within the period described above, which notice shall specify the number of Units to be sold and shall include the signature of the Executive and each Permitted Transferee desiring to sell Units. Subject to the provisions of Section 8.1, the closing of the purchase shall take place at the principal office of Investors on the later of the 30th day after the giving of such notice and the date that is 10 business days after the final determination of Fair Market Value. Subject to the provisions of Section 8.1, the Executive shall deliver to Investors duly executed instruments transferring title to units to Investors, against payment of the appropriate purchase price by cashier's or certified check payab...

Put Option. (a) In the event that a Stockholder should sell any Shares in contravention of the co-sale rights of each Investor under Section 2.3 of this Agreement (a “Prohibited Transfer”), each Investor, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Stockholder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Stockholder the type and number of shares of capital stock equal to the number of shares each Investor would have been entitled to transfer to the purchaser under Section 2.3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Stockholder shall be equal to the price per share paid by the purchaser to such Stockholder in such Prohibited Transfer. The Stockholder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Investor’s rights under Section 2.3. (ii) Within ninety days after the date on which an Investor received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Stockholder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iii) Such Stockholder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash or by other means acceptable to the Investor.

Put Option. (a) In the event that a Key Holder should Transfer any Key Holder Stock in contravention of the co-sale rights of each Investor under Section 2.5 of this Agreement (a “Prohibited Transfer”), each Investor, shall have the put option provided below, and such Key Holder shall be bound by the applicable provisions of such option. (b) In the event of a Prohibited Transfer, each Investor shall have the right to sell to such Key Holder the type and number of shares of Common Stock equal to the number of shares each Investor would have been entitled to Transfer to the purchaser under Section 2.5 hereof had the Prohibited Transfer been effected pursuant to, and in compliance with, the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the shares are to be sold to the Key Holder shall be equal to the price per share paid by the purchaser to such Key Holder in such Prohibited Transfer. The Key Holder shall also reimburse each Investor for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Investor’s rights under Section 2.5. (ii) Within ninety (90) days after the date on which an Investor received notice of the Prohibited Transfer, such Investor shall, if exercising the option created hereby, deliver to the Key Holder the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (iii) Such Key Holder shall, upon receipt of the certificate or certificates for the shares to be sold by an Investor, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(b)(i), in cash or by other means acceptable to the Investor.

Put Option. (a) Prior to the occurrence of the initial Public Offering, if Executive’s employment with the Company and its Subsidiaries terminates due to the death of Executive or is terminated by the Company or any of its Subsidiaries as a result of the Disability of Executive, Executive and Executive’s Permitted Transferees (hereinafter sometimes collectively referred to as the “Executive’s Group”) shall have the right, subject to the provisions of Section 5 hereof, for 180 days following the date that is 210 days after the Termination Date, to sell to the Company (the “Put Right”), and the Company shall be required to purchase (subject to the provisions of Section 5 hereof), on one occasion from each member of Executive’s Group, all (but not less than all) of the number of Vested Units then held by Executive’s Group that equals all Vested Units collectively held by Executive’s Group at a price per Unit equal to the Fair Market Value of such Units (measured as of the date that the relevant election to purchase such Units is delivered (the “Valuation Date”)). In order to exercise its rights with respect to the Vested Units pursuant to this Section 4.1(a), Executive’s Group shall also be required to simultaneously exercise any similar rights it may have with respect to any other units of the Company held by Executive’s Group in accordance with the terms of the agreements pursuant to which such other units were acquired from the Company. (b) If Executive’s Group desires to exercise the Put Right, the members of Executive’s Group shall send one written notice to the Company setting forth such members’ intention to collectively sell all of their Vested Units pursuant to Section 4.1(a), which notice shall include the signature of each member of Executive’s Group. Subject to the provisions of Section 5.1, the closing of the purchase shall take place at the principal office of the Company on a date specified by the Company no later than the 60th day after the giving of such notice.

Put Option. In the event a Key Holder Transferor shall Transfer any Key Holder Shares in contravention of the co-sale rights of the Preferred Holders or Non-Transferring Key Executives under Section 3.4 hereof (a “Prohibited Transfer”), each Preferred Holder and Non-Transferring Key Executive, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the right to sell to such Key Holder Transferor the type and number of shares of the Common Shares equal to the number of shares each Preferred Holder or Non-Transferring Key Executive would have been entitled to transfer to the purchaser under Section 3.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (a) The price per share at which the shares are to be sold to the Key Holder Transferor shall be equal to the price per share paid by the purchaser to such Key Holder Transferor in such Prohibited Transfer. The Key Holder Transferor shall also reimburse each Preferred Holder and Non-Transferring Key Executive for any and all fees and expenses, including legal fees and expenses, incurred in connection with the exercise or the attempted exercise of the Preferred Holder’s or Non-Transferring Key Executive’s rights under Section 3.4 hereof. (b) Within sixty (60) days after the date on which a Preferred Holder or Non- Transferring Key Executive received notice of the Prohibited Transfer or otherwise became aware of the Prohibited Transfer, such Preferred Holder or Non-Transferring Key Executive shall, if exercising the option created hereby, deliver to the Key Holder Transferor the certificate or certificates representing the shares to be sold, each certificate to be properly endorsed for transfer. (c) Such Key Holder Transferor shall, upon receipt of the certificate or certificates for the shares to be sold by a Preferred Holder or Non-Transferring Key Executive, pursuant to this Section 4.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 4.2(a), in cash or by other means reasonably acceptable to the Preferred Holder or Non-Transferring Key Executive, as applicable. (d) Notwithstanding the foregoing, any attempt by a Key Holder Transferor to Transfer Key Holder Shares in violation of Section 2 hereof shall be voidable at the option of a majority in interest of the Preferred Holders and Non-Transferring Ke...

Put Option. 4.13.1 Notwithstanding any other provision of this Agreement, during the period commencing on April 1, 2009 and ending October 1, 2009 (the "Permitted Window"), each Preferred Holder shall have the option (the "Put Option") to be exercised by written notice (the "Election Notice") to Avensys, the Company, Manaris and the other Preferred Holders during the Permitted Window to either: 4.13.1.1 sell all and not less than all of the Shares owned by such Preferred Holder to Avensys for its proportionate share of $2,000,000 calculated based on such Preferred Holder's respective shareholding interest as set forth in Section 2.4.3 of the Asset Purchase Agreement and in which case Avensys shall be obligated to purchase same at such price, payable within 30 days of receipt of the Election Notice and of the share certificates representing such Preferred Holder's Shares, duly endorsed for transfer; or 4.13.1.2 exchange all and not less than all of the Shares owned by such Preferred Holder into that number of freely tradable common shares of Manaris equal its proportionate share of $1,500,000 divided by the Reference Share Price, as defined in the Asset Purchase Agreement, calculated based on such Preferred Holder's respective shareholding interest as set forth in Section 2.4.3 of the Asset Purchase Agreement and in which case, Manaris shall deliver such common shares to such Preferred Holder within 30 days of receipt of the Election Notice and of the share certificates representing said Shares, duly endorsed for transfer. 4.13.2 In the event that any Preferred Holder exercises the Put Option in accordance with Section 4.13.1, each of the other Preferred Holders shall send a notice to Avensys, the Company and Manaris within 15 days of receipt of the Election Notice (the "Second Election Notice") confirming that they elect to either : 4.13.2.1 sell all and not less than all of the Shares owned by such Preferred Holder to Avensys in accordance with Section 4.13.1.1, the payment of which shall occur within 30 days of receipt of the Second Election Notice; or 4.13.2.2 exchange all and not less than all of the Shares owned by such Preferred Holder in accordance with Section 4.13.1.2, the deliverance of corresponding common shares of Manaris occurring 30 days of receipt of the Second Election Notice. If a Preferred Holder does not send a Second Election Notice within such 15 day time period, said Preferred Holder will be deemed to have elected to exchange its Shares in accor...

Put Option. (a) On the terms and subject to the conditions set forth herein, LGII hereby grants to each BCP Entity and PSIM an irrevocable option (the "Put Option"), exercisable beginning on the sixth anniversary of the Closing Date and ending on the eighth anniversary of the Closing Date, to require LGII to purchase (and, upon exercise of such Put Option in accordance herewith, LGII agrees to purchase from the BCP Entities and PSIM) all, but not less than all, of the BCP Common Stock and PSIM Common Stock respectively owned by them; provided that the Put Option may be exercised only with respect to all the BCP Common Stock and PSIM Common Stock, and provided further, BMAII, as agent for each of the BCP Entities and PSIM, shall have the exclusive authority to deliver notice of such exercise to LGII. The aggregate purchase price with respect to all the shares of BCP Common Stock and PSIM Common Stock being purchased shall be equal to the Put Option Exercise Price (as defined in Section 2.4). The consideration to be paid for each share of BCP Common Stock and PSIM Common Stock shall equal the Put Option Exercise Price divided by the aggregate number of shares of BCP Common Stock and PSIM Common Stock being purchased, provided that the BCP Entities may reallocate the Put Option Exercise Price among themselves to the extent necessary to take into account differences among them, if any, in making Additional BCP Contributions. (b) BMAII, as exclusive agent for BCP and PSIM, shall give LGII written notice of exercise of the Put Option no less than 90 nor more than 120 days prior to the Business Day specified in such notice for exercise of the Put Option. Subject to the preceding sentence, a notice of exercise of the Put Option may be given at any time during or prior to the commencement of the period in which the Put Option is exercisable and shall irrevocably commit the Stockholders to the purchase and sale of the BCP Common Stock and the PSIM Common Stock in accordance with the Put Option.

Put Option. 2.1 CWC Inc. hereby grants to the Shareholder a put option (the “Put Option”), exercisable at any time on and from the date immediately following the date of completion of the Repatriation SPA (the “Option Exercise Period”), to require CWC Inc. to purchase all of the shares held by the Shareholder in Carve-Out Holdco (the “Relevant Shares”) for a price of £1.00. 2.2 The Put Option may be exercised by the Shareholder giving written notice to CWC Inc. (in the form set out in Schedule 1 to this Deed) of the Shareholder’s intention to exercise the Put Option, and its receipt by CWC Inc. during the Option Exercise Period (the “Option Notice”). An Option Notice may not be withdrawn once given. 2.3 If the Put Option is exercised by the Shareholder then the Shareholder shall sell with full title guarantee and CWC Inc. (or such other person as CWC Inc. may elect by notice to the Shareholder) shall purchase the Relevant Shares free from any Encumbrance and with all rights attached or accruing to them on such date as CWC Inc. shall notify to the Shareholder, which shall be a date falling within 5 Business Days of the Option Notice, and the date on which such sale and purchase is completed shall be the “Option Closing Date”.

Put Option. (i) Following the expiry of the Call Option pursuant to Section 14(b), the Representatives, acting on behalf of the several Underwriters, shall have an option (the “Put Option”) to require the Company, subject to article 659 CO, to purchase all Firm Securities or Applicable Optional Securities, as applicable, entered in the Commercial Register of the Canton of Vaud at their nominal value, plus expenses of the Representatives as set out in Section 14(f), within ten calendar days after receipt of a notice in writing addressed to the Company from the Representatives, stating that the Representatives exercises the Put Option. The Put Option shall expire on the twentieth calendar day after the Event of Non-Completion. (ii) The notice in which the Representatives, acting on behalf of the several Underwriters, exercises the Put Option shall specify the date on which the Representatives will deliver the Firm Securities or Applicable Optional Securities, as applicable, to the Company against direct payment therefore, and shall contain detailed instructions regarding payment, delivery of the Firm Securities or Applicable Optional Securities, as applicable, and amount payable (including satisfactory details regarding the costs claimed according to Section 14(f)).