Put Option Exercise Price Clause Samples
The Put Option Exercise Price clause defines the specific price at which a holder of a put option can sell the underlying asset to the issuer or counterparty. Typically, this price is predetermined in the contract and may be set as a fixed amount, a formula based on market value, or another agreed-upon method. By clearly establishing the sale price in advance, this clause provides certainty to both parties and protects the option holder from unfavorable market fluctuations at the time of exercise.
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.
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.
Put Option Exercise Price. 17 ARTICLE III
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.
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) $106 plus all accumulated and accrued but unpaid 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) $104.50 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) $103 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 payment of the Standard Put Payment on the date of repurchase by the Company and all Regular Dividends paid subsequent to the date the Material Event of Noncompliance occurs, would result in an internal rate of return to such holder from the date of the occurrence of the Material Event of Noncompliance through the date of repurchase by the Company of 17.62% per annum; or
(vi) In addition, if the event giving rise to the e...
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)
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.