Put Option and Call Option Sample Clauses

Put Option and Call Option. Commencing on the first anniversary of the Closing Date, (i) the Sellers, severally, shall have the option to sell their respective Put/Call Warrants to the Purchasers, pro rata based on their respective Purchaser Proportions, at a price of $0.50 per warrant, as set forth on Schedule I hereto (the "Put Option"), and (ii) the Purchasers, severally, pro rata based on their respective Purchaser Proportions, shall have the option to purchase the Put/Call Warrants from the respective Sellers, at a price of $0.80 per warrant, as set forth on Schedule I hereto (the "Call Option"). The Put Option or the Call Option shall be exercisable by written notice to both Purchasers or to all the Sellers, as the case may be, which notice shall be irrevocable. Once such notice has been delivered with respect to any Put/Call Warrants, the corresponding option relating to such Put/Call Warrants shall terminate. For the avoidance of doubt, any exercise by any Seller of the Put Option must give equal treatment to both Purchasers, pro rata based on their respective Purchaser Proportions, and any exercise by any Purchaser of the Call Option must give equal treatment to all Sellers, pro rata based on their respective Seller Proportions. Closing of the Put Option or the Call Option transaction shall be ten Business Days from the date of exercise thereof and shall be conditioned upon the receipt of representations and warranties similar to those set forth in Sections 3 and 4 hereof mutatis mutandis, which representations and warranties shall be true and correct in all respects as of the closing date designated for the Put Option or the Call Option transaction. The exercise price per warrant of the Put Option and the Call Option shall be subject to equitable adjustment for stock splits, recombinations and similar events occurring between the date hereof and the exercise date, as well as for any dividends paid by the Company during such period. The Put Option and the Call Option, if either is not exercised prior, shall terminate on the earlier to occur of (i) the second anniversary of the Closing Date and (ii) the date on which the Put/Call Warrants have been listed for trade on a stock market. Neither the Put Option nor the Call Option shall be assignable. Nothing herein shall restrict the ability of any Seller to exercise all or a portion of its Put/Call Warrants pursuant to their terms.

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”). (a) The Put Option and Call Option may each only be exercised, if at all, during the Exercise Period. “Exercise Period” means that period of time between the second and fifth anniversary of either (i) an initial Public Offering of Agrify stock, or (ii) a reverse merger of Agrify into a publicly-listed entity;

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. 7.2. Each of the Warrantors hereby irrevocably grants to the Subscriber an option (a "CALL OPTION") to purchase the Sale Shares held by it by delivering a written notice (a "CALL OPTION NOTICE") (which shall be in the form of Exhibit B) to the Shareholders' Representative that it wishes to exercise the Call Option, and the Warrantors shall be obliged upon delivery of the Call Option Notice by the Subscriber to the Shareholders' Representative to sell such Sale Shares to the Subscriber subject to the terms and conditions set forth in this Clause 7. 7.3. The purchase price for the Sale Shares sold by each Non-Management Shareholder pursuant to this Clause 7 shall be determined as follows (the "NON-MANAGEMENT PURCHASE PRICE"):- (a) If the Actual EBITDA for 2005/6 is equal to or greater than US$1,500,000, the Non-Management Purchase Price shall be:- (US$1,500,000 x 6 + the Bonus Payment) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and outstanding Shares. (b) If the Actual EBITDA for 2005/6 is equal to or greater than US$1,200,000 but less than US$1,500,000, the Non-Management Purchase Price shall be:- (Actual EBITDA for 2005/6 x 6) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and outstanding Shares. (c) If the Actual EBITDA for 2005/6 is greater than zero but less than US$1,200,000, the Non-Management Purchase Price shall be:- (Actual EBITDA for 2005/6 x 5) multiplied by a fraction, the numerator of which is the number of Sale Shares to be sold by a Non-Management Shareholder and the denominator of which is the total number of issued and outstanding Shares. (d) If the Actual EBITDA for 2005/6 is less than zero, both the Put Option and the Call Option for Sale Shares held by Non-Management Shareholders shall immediately e...

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. 2.2.2 If a Purchaser desires to exercise the Put Option under this Section 2.2, the Purchaser shall give written notice to the Company during the Put/Call Exercise Period of the exercise of such Put Option in accordance with this Section 2.2 (the “Put Option Notice”). 2.2.3 If the Company desires to exercise the Call Option under this Section 2.2, the Company shall give written notice to each Purchaser during the Put/Call Exercise Period of the exercise of such Call Option in accordance with this Section 2.2 (the “Call Option Notice”).

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: (i) ((Market Capitalization + Company Net Debt)/Company LTM Cash EBITDA x 0.8 x JVco LTM Cash EBITDA — JVco Net Debt) x Success Dairy’s shareholding in the JVco; (ii) (12 x JVco LTM Cash EBITDA — JVco Net Debt) x Success Dairy’s shareholding in the JVco; and (iii) 7% compound investment rate of return on the capital contribution by Success Dairy. The Put Option and the Call Option may be exercised anytime between three to seven years after the first day on which the Dairy Farm produces milk for sale. Upon the occurrence of a Put Option Triggering Event or a Call Option Triggering Event, the non-defaulting party shall be entitled to exercise the Put Option or Call Option (as the case maybe) immediately.

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. 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”). 10.8.1 The Put Option and Call Option may each only be exercised, if at all, during the exercise period (the “Exercise Period”) as follows: (a) Fifty Percent (50%) of the options may be exercised, if at all, on the first day of the thirteenth (13th) month following either (i) an initial Public Offering of Agrify Corporation stock, or (ii) a reverse merger of Agrify Corporation into a publicly-listed entity; (b) Fifty Percent (50%) of the options may be exercised, if at all, on the first day of the twenty-fifth (25th) month following either (i) an initial Public Offering of Agrify Corporation stock, or (ii) a reverse merger of Agrify Corporation into a publicly-listed entity. 10.8.2 In each case, the consideration for Units of the Company purchased pursuant to either the Put Option or Call Option shall be limited to payment in Agrify Corporation common stock. 10.8.3 The Option Exercise Price shall determine the value of all of the Units transferred pursuant to either the Put Option or Call Option. “Option Exercise Price” shall mean the following price, as determined at the time of such option exercise:

Put Option and Call Option. 14.3.1. If an Option Event occurs in relation to a Shareholder (the "Affected Party"), the Affected Party shall (except in the case of a Material Breach) be obliged to notify the other Shareholder and the Company promptly of such Option Event. Upon an Option Event, the other Shareholder (the "Non-Affected Party") shall be entitled (but not be obliged) to either (i) require the Affected Party to purchase all of its Shares (and not part only) held by it (the "Put Option") or (ii) purchase all Shares (and not party only) held by the Affected Party (except if the Option Event is triggered by a Material Event) (the "Call Option"), in each case by sending a written notice to the Affected Party to this effect (the "Option Notice"): (A) within a period of 30 Business Days after (i) the Non-Affected Party is notified that the relevant Option Event has occurred; or (ii) (in the case of a Change of Control) the date the Non- Affected Party is notified of the Change of Control; (B) in the case of a Material Breach, within a period of 30 Business Days after the expiry of the Default Termination Notice submitted in accordance with Clause 15.2.1; or (ii) if applicable, the 30 Business Days period referred to in Clause 15.2.2; or (C) in the case of a Material Event, within a period of 20 Business Days after Stellantis has determined, after taking into account Clause 14.2, that a Material Event has occurred. 14.3.2. The Option Notice shall be made in writing and shall include the Option Price. The "Option Price" shall be: (A) for the Shares sold under a Put Option that is triggered by a Material Event: the subscription price paid by the Non- Affected Party (Stellantis only in case of a Material Event) in immediately available funds to the Company at Completion plus such Non-Affected Party’s pro rata part of the Company’s retained earnings plus all amounts contributed by the Non- Affected Party or its Affiliates from time to time to any Group Company or spent on acquiring or subscribing for securities in any Group Company (including any loans) the extent such Party is not otherwise entitled to those amounts after closing of the relevant share transfer in accordance with Clause 14.3.7; (B) for the Shares sold under a Put Option other than a Put Option that is triggered by a Material Event: the higher of (i) the Fair Market Value of the Shares subject to the Put Option and (ii) the subscription price paid by the Non-Affected Party in immediately available funds or contributio...

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...