Put Option Exercise Price Sample Clauses

Put Option Exercise Price. The Put Option Exercise Price shall be determined as of the Exercise Date and shall be equal to: (i) Adjusted Total Equity Value, if Adjusted Total Equity Value is equal to or less than Adjusted BCP Contribution; (ii) Adjusted BCP Contribution plus the product of (a) Adjusted Total Equity Value minus Adjusted BCP Contribution and (b) the ratio of the BCP Put Hurdle Profit to the sum of (1) BCP Put Hurdle Profit and (2) LGII Accrued Preferred Dividends, if Adjusted Total Equity Value is greater than Adjusted BCP Contribution but less than or equal to the sum of (x) Adjusted BCP Contribution, (y) LGII Accrued Preferred Dividends and (z) BCP Put Hurdle Profit; (iii) Adjusted BCP Contribution plus BCP Put Hurdle Profit, if Adjusted Total Equity Value is greater than the sum of (a) Adjusted BCP Contribution, (b) BCP Put Hurdle Profit and (c) LGII Accrued Preferred Dividends, but equal to or less than the sum of (v) Adjusted BCP Contribution, (w) BCP Put Hurdle Profit, (x) LGII Common Contribution, (y) LGII Preferred Contribution and (z) LGII Accrued Preferred Dividends; (iv) Total Equity Value less the LGII Common Contribution, if Adjusted Total Equity Value is greater than the sum of (a) Adjusted BCP Contribution, (b) BCP Put Hurdle Profit, (c) LGII Common Contribution, (d) LGII Preferred Contribution and (e) LGII Accrued Preferred Dividends but equal to or less than the sum of (u) Adjusted BCP Contribution, (v) BCP Put Hurdle Profit, (w) LGII Common Contribution, (x) LGII Preferred Contribution, (y) LGII Accrued Preferred Dividends and (z) $15 million; (v) BCP Contribution plus BCP Put Hurdle Profit, if Total Equity Value is greater than BCP Contribution plus BCP Put Hurdle Profit plus LGII Common Contribution but less than Total Put Hurdle Value; or (vi) BCP Contribution plus BCP Put Hurdle Profit plus 50% of Excess Value One plus 25% of Excess Value Two, if Total Equity Value is greater than Total Put Hurdle Value.
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Put Option Exercise Price. For each Put Unit purchased by the Partnership pursuant to Section 8.8(b), the exercise price for the Put Option (the "Put Option Exercise Price") shall be the sum of (i) $25.00 and (ii) the balance, if any, on the Unpaid Distribution Account attributable to such Put Units as of the date the Put Option Exercise Notice is given to the Partnership.
Sample 1Sample 2
Put Option Exercise Price. 17 ARTICLE III
Sample 1
Put Option Exercise Price a. The Stockholder shall have the option to require Macquarie to purchase all, and not less than all, of the Preferred Stock held by the Stockholder (“Put Option”), exercisable only from 12:01 a.m. Eastern Standard Time April 1, 2008 through 11:59 p.m. Eastern Standard Time April 30, 2008 (“Put Option Exercise Period”), time being of the essence. The exercise price for the Option Shares being sold to Macquarie pursuant to the Put Option (“Put Option Exercise Price”) shall be $[___], the net amount of the per share value of MAC Common as determined on the date hereof in connection with the closing of the purchase by Macquarie of the MAC Common pursuant to Section 1.4(a) of the Purchase Agreement times the number of Option Shares, less the sum of (x) $4,000,000 and (y) any dividends and distributions paid to Stockholder on the Preferred Stock from and after the date hereof through the date of closing of the Put Option exercise, and without reduction for the Option Purchase Price, subject to adjustment pursuant to Paragraph 10(b) below. b. The parties acknowledge and agree that in certain circumstances the Put Option Exercise Price shall be (1) reduced by the per share amount of any Final Working Capital Deficiency, if any, or (2) increased by the per share amount of any Final Working Capital Surplus, if any, in each case pursuant to the terms and conditions set forth in Section 1.7 of the Purchase Agreement.
Sample 1
Put Option Exercise Price. For each Preferred Share purchased by the Company pursuant to this Section 5, the price per share to be paid by the Company for each Preferred Share which is the subject of the Put Option (the "PUT OPTION EXERCISE PRICE") shall be an amount equal to: (i) if a Change in Control occurs on or prior to the first anniversary of the Initial Closing, the greater of (A) $[CONFIDENTIAL TREATMENT REQUESTED]* plus all accumulated and accrued but unpaid ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been omitted and for which confidential treatment is being requested. All such omitted material is being filed with The Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended. dividends through the date of repurchase by the Company and (B) the Standard Put Payment (as defined below); (ii) if a Change in Control occurs after the first anniversary of the Initial Closing but on or prior to the second anniversary of the Initial Closing, the greater of (A) $[CONFIDENTIAL TREATMENT REQUESTED]* plus all accumulated and accrued but unpaid dividends through the date of repurchase by the Company and (B) the Standard Put Payment; (iii) if a Change in Control Transaction occurs after the second anniversary of the Initial Closing but on or prior to the third anniversary of the Initial Closing, the greater of (A) $[CONFIDENTIAL TREATMENT REQUESTED]* plus all accumulated and accrued but unpaid dividends through the date of repurchase by the Company and (B) the Standard Put Payment; (iv) if (A) a Change in Control occurs after the third anniversary of the Initial Closing, (B) there occurs a Failure by the Company to Maintain REIT Status that was not the result of a willful and intentional, and not inadvertent, act of the Company (provided such failure is not a breach of either Section 4(s)(vi) or (x) in either of which case subsection (v) below shall govern), or (C) at any time after the fifth anniversary of the Initial Closing, the Standard Put Payment; (v) if a Material Event of Noncompliance has occurred, an amount equal to (i) the Standard Put Payment, computed as of the date the Material Event of Noncompliance has occurred, plus (ii) an amount that, assuming a purchase by the holder of a Preferred Share of a Preferred Share on the date of the occurrence of the Material Event of Noncompliance for a price equal to the Standard Put Payment and taking into account both the actual paymen...
Sample 1
Put Option Exercise Price. The Put Option Exercise Price shall be determined as of the Exercise Date and shall be equal to: (i) the product of (a) Total Equity Value and (b) the ratio of Sponsor A Contribution to Total A Contribution, if Total Equity Value is equal to or less than Total A Contribution; (ii) Total Equity Value less Genesis A Contribution, if Total Equity Value is greater than Total A Contribution, but less than or equal to the sum of (a) Total A Contribution and (b) Sponsor B Contribution; (iii) the sum of (a) Sponsor A Contribution and (b) Sponsor B Contribution, if Total Equity Value is greater than the sum of (v) Total A Contribution and (w) Sponsor B Contribution, but less than or equal to the sum of (x) Total A Contribution, (y) Sponsor B Contribution and (z) Genesis C Contribution; (iv) Total Equity Value less Total Genesis Contribution, if Total Equity Value is greater than the sum of (a) Total A Contribution, (b) Sponsor B Contribution and (c) Genesis C Contribution, but less than or equal to the sum of (d) Total Contribution and (e) Hurdle Profit; or (v) the sum of (a) Total Hurdle Value and (b) the product of (i) Excess Value and (ii) the ratio of the sum of (A) Total Sponsor Contribution and (B) Sponsor Contribution Adjustment to the sum of (A) Adjusted Total Contribution, (B) Sponsor Contribution Adjustment and (C) Genesis Contribution Adjustment, if Total Equity Value is greater than the sum of (y) Total Contribution and (z)
Sample 1
Put Option Exercise Price. The exercise price for the Put Option (the “Put Option Exercise Price”) will be the fair market value of the Units on the date that the Put Option Notice is received by Taseko, such fair market value as determined by an independent business valuator (the “Valuator”) jointly appointed by Taseko and Triumvir to determine the fair market value of such Units. In the event that Taseko and Triumvir cannot agree on a Valuator for the purposes of this Section 3.3 within fifteen days following the receipt of the Put Option Notice, then each of Triumvir, as agent on behalf of the Limited Partners, and Taseko will select their own Valuator and the Put Option Exercise Price will be the average of the valuations of the two Valuators. The cost of the valuation in the event that one Valuator is used will be shared between the parties, in the event that two Valuators are used, each party will pay the cost of their own Valuator. In determining fair market value, the Valuator or Valuators, as the case may be, will use the discounted cashflow method, together with and such other valuation methods as considered appropriate by the Valuator or Valuators, as the case may be.
Sample 1
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Related to Put Option Exercise Price

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Warrant Exercise Price 1.1 Each Warrant shall entitle the Warrant Holder the right to purchase one share of Common Stock of the Company (individually, a "Warrant Share" severally, the "Warrant Shares"). 1.2 The purchase price payable upon exercise of each Warrant ("Exercise Price") shall be $.

  • Payment of Warrant Exercise Price The holder has paid in connection with this exercise the sum of $ to the Company in accordance with the terms of the Warrant.

  • Payment of Exercise Price In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

  • Exercise Price The exercise price per share of Common Stock under this Warrant shall be $_____, subject to adjustment hereunder (the “Exercise Price”).

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Number of Shares; Exercise Price This certifies that, for value received, the United States Department of the Treasury or its permitted assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an aggregate of the number of fully paid and nonassessable shares of Preferred Stock set forth in Item 7 of Schedule A hereto (the “Shares”), at a purchase price per share of Preferred Stock equal to the Exercise Price.

  • Minimum Adjustment of Exercise Price No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

  • Adjustment of Exercise Price (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following: (i) If and whenever the shares at any time outstanding are subdivided into a greater or consolidated into a lesser number of shares the Exercise Price will be decreased or increased proportionately as the case may be; upon any such subdivision or consolidation the number of shares deliverable upon the exercise of the Warrants will be increased or decreased proportionately as the case may be. (ii) In case of any capital reorganization or of any reclassification of the capital of the Company or in the case of the consolidation, merger or amalgamation of the Company with or into any other Company (hereinafter collectively referred to as a “Reorganization”), each Warrant will after such Reorganization confer the right to purchase the number of shares or other securities of the Company (or of the Company’s resulting from such Reorganization) which the Warrant Holder would have been entitled to upon Reorganization if the Warrant Holder had been a shareholder at the time of such Reorganization. In any such case, if necessary, appropriate adjustments will be made in the application of the provisions of this Article Four relating to the rights and interest thereafter of the Holders of the Warrants so that the provisions of this Article Four will be made applicable as nearly as reasonably possible to any shares or other securities deliverable after the Reorganization on the exercise of the Warrants. The subdivision or consolidation of shares at any time outstanding into a greater or lesser number of shares (whether with or without par value) will not be deemed to be a Reorganization for the purposes of this clause 4.8(a)(ii). (b) The adjustments provided for in this Section 4.8 are cumulative and will become effective immediately after the record date or, if no record date is fixed, the effective date of the event which results in such adjustments.

  • Adjustment of Exercise Price and Number of Shares The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

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