Put Option and Call Option. Pursuant to the terms of the Share Purchase Agreement, the Sellers will grant a put option to the Purchaser on the Completion Date such that, if any of the guarantee or other warranties made by the Sellers fails to be fulfilled during the period commencing from the Completion Date and ending 5 years after the Completion Date, the Purchaser is entitled to require each of the Sellers to repurchase part or all of the indirect equity interests in the Target Company held by the Group, for a purchase price of, upon full exercise of the put option, 1.35 times the Consideration plus the Purchaser’s share of the Reserve Fund, calculated on a pro rata basis where the put option is partially exercised (the “Put Option”). Pursuant to the terms of the Share Purchase Agreement, Purchaser will grant a call option to the Sellers on the Completion Date such that each of the Sellers is entitled, during the period commencing 5 years after the Completion Date and ending 10 years after the Completion Date, to require the Purchaser to sell part or all of the indirect equity interests in the Target Company held by the Group, for a purchase price of, upon full exercise of the call option, 1.7 times the Consideration plus the Purchaser’s share of the Reserve Fund, calculated on a pro rata basis where the call option is partially exercised (the “Call Option”). No premium is required to be paid by the parties for the Put Option and Call Option. The exercise of the Put Option and Call Option will be subject to compliance with the Listing Rules at time of exercise. Assuming the Sellers become and continue to be connected persons of the Company following the Completion, the exercise of the Put Option at the discretion of the Company may at that time be regarded as a connected transaction for the purposes of Chapter 14A of the Listing Rules.
Put Option and Call Option. The purpose of the put option and call option xxxxx- xx in shareholders’ agreements is generally leaving the company or the exclusion of a shareholder from the company. If a shareholder is provided with a put option, that shareholder will have the right to force the other party to buy its shares. If a shareholder is provided with a call option, that shareholder will have the right to buy the shares of the other party. The agreements granting such options will also in- clude a sales price or a method which will be used to determine the sales price. Put option and call option can be exercised with an arrival of a unilateral statement of a party that estab- lishes a sales agreement to the other party. When the person who granted a put option receives a unilat- eral statement from a holder of the option exercising such option, he/she is obligated to buy the shares subject to the option. On the other hand, upon the exercise of a call option with a unilateral statement, the person who granted the option will be obligated to transfer the shares subject to the option. In order to form a valid sales agreement by exercising put or call options, the terms of the sale, such as quan- tity of shares and the sales price, have to be deter- mined in advance or be determinable. While the sale price or the method which will be used to determine the sales price can be set forth in the shareholders’ agreement, the duty to determine the sales price may be left to a third party in the agreement. If the sales price is not determined or made determinable in the shareholders’ agreement, such determination should be made taking the unilaterally exercisable nature of these options into consideration. It should be borne in mind that the main purpose for granting such op- tions in shareholders’ agreements is to provide the shareholders with the opportunity to transfer their shares or to buy other shareholders’ shares upon the occurrence of the events set forth in the agreement, not to maximize the profit which will be obtained by the sale of the share. If a first option, pre-emption right or call option is granted in favor of the company in the sharehold- ers’ agreement, the company can take over its own shares by exercising such right only if such take-over is included in one of the exceptions set forth in Ar- ticle 329 of the TCC. The Issue with the Regulation of Restraints on Transfer of Shares Set Forth in the Share- holders’ Agreements and the Articles of As- sociation As mentione...
Put Option and Call Option. Company hereby grants to the Members a put option on each Member’s respective Units of the Company, as set forth herein (“Put Option”), and the Members hereby grant to Company a call option on each Member’s respective Units of the Company, as set forth herein (“Call Option”).
Put Option and Call Option. Agrify hereby grants to Valiant a put option on all of Valiant’s Units of the Company, as set forth herein (“Put Option”). Valiant hereby grants to Agrify a call option on all of Valiant’s Units of the Company, as set forth herein (“Call Option”).
Put Option and Call Option. 7.1. Each of the Warrantors (a "SELLING SHAREHOLDER") shall have the right (a "PUT OPTION") to sell the Shares held by it ("SALE SHARES") by delivering a written notice (a "PUT OPTION NOTICE"), (which shall be in the form of Exhibit A) to the Subscriber that it wishes to exercise the Put Option, and the Subscriber shall be obliged upon receipt of such notice to purchase such Sale Shares from the Selling Shareholder subject to the terms and conditions set forth in this Clause 7.
Put Option and Call Option. Pursuant to the terms and conditions of this Agreement, at the Closing (as defined below), the Purchaser shall grant a Put Option to Mazal, and Mazal shall grant a Call Option to the Purchaser, under the terms and conditions set forth in the Option Agreement attached as Exhibit B hereto (the "Option Agreement").
Put Option and Call Option. 2.2.1 At any time following the date of the Tranche A Closing and prior to October 6, 2019 (the “Put/Call Exercise Period”), each Purchaser may exercise its right to purchase and to require the Company to sell, at the Purchase Price, additional shares of Preferred Stock, in an amount, per Purchaser, up to the number of shares set forth on Exhibit G hereto (the “Put Option”). At such time during the Put/Call Exercise Period as a Purchaser has not exercised the Put Option, the Company may exercise its right to cause and require such Purchaser to purchase, at the Purchase Price, additional shares of Preferred Stock in an aggregate amount of up to the Subsequent Tranche Share Total (the “Call Option”). At each exercise of a Call Option by the Company, each Purchaser shall purchase, out of the total amount of shares of Preferred Stock subject to such Call Option exercise, such Purchaser’s proportionate share of the Subsequent Tranche Share Total, as set forth on Exhibit G.
Put Option and Call Option. To the extent not prohibited by that certain Relicensing Franchise Agreement, dated as of January , 2011, between Marriott International, Inc. and LVP Metairie Holding Corp. (as the same may be modified, amended, supplemented, replaced or substituted, the “Franchise Agreement”):
Put Option and Call Option. Trinity International has granted the Put Option to Heritage. If Trinity International has exercised its Conversion Rights, Heritage shall have an option to sell all (but not less than all) of the Option Equity Interests to Trinity International. Heritage may exercise this option at any time during the period commencing on 1 April 2019 and ending on 31 March 2024 (the “Put Option Exercise Period”). Heritage has granted the Call Option to Trinity International. If Trinity International has exercised its Conversion Rights but Heritage has not exercised the Put Option within the Put Option Exercise Period, Trinity International shall have the option to acquire from Heritage all (but not less than all) of the Option Equity Interests. Trinity International may exercise this option from 1 April 2024 onwards (the “Call Option Exercise Period”). The purchase price to be paid in cash by Trinity International for the Option Equity Interests acquired through the exercise of the Put Option or the Call Option shall be an amount equal to the product of BHB Percentage multiplied by the fair market value of BHB as determined by an independent valuation appraisal at the time of exercise of the Put Option or Call Option. The Put Option and Call Option are only exercisable after Trinity International has exercised its Conversion Rights and converted the outstanding principal amount balance of the Restated Trinity Note into common stock of BHB on the terms and conditions set forth in the Amended and Restated Note Purchase Agreement. Any exercise of the Put Option or the Call Option shall be conditional upon the Company obtaining all necessary approvals as may be required under any competition laws or by the Listing Rules (if any). The Company will comply with the then applicable Listing Rule requirements if and when necessary in the event of any exercise of the Put Option or the Call Option.
Put Option and Call Option. The Company has granted Success Dairy the Put Option and Success Dairy has granted the Company the Call Option. The Company’s rights and obligations in relation to the exercise of Put Option and Call Option are subject to the compliance of any applicable requirements under the Listing Rules. The exercise price for the Put Option and the Call Option shall be calculated with reference to the highest of the following:
