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.
Appears in 3 contracts
Samples: Put/Call Agreement (Prime Succession Inc), Put/Call Agreement (Loewen Group Inc), Put/Call Agreement (Loewen Group Inc)
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 Xxxxxx 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx Preferred Contribution and (z) LGII Xxxxxx 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 Xxxxxx Preferred Contribution and (e) LGII Xxxxxx 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 Xxxxxx Preferred Contribution, (y) LGII Xxxxxx 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 5030% of Excess Value One plus 2515% of Excess Value Two, if Total Equity Value is greater than Total Put Hurdle Value; provided, however, that if (x) the ASA becomes terminable by RHAC for any reason (other than as a result of a rejection of the ASA following a bankruptcy event involving RHAC) or (y) LGII replaces its designees on the board of directors of Holdings without the consent of BCP (which consent shall not be unreasonably withheld), then the Put Option Exercise Price shall equal the greater of (a) the amount determined by applying the applicable formula set forth above or (b) the sum of the BCP Put Hurdle Profit and the BCP Contribution.
Appears in 2 contracts
Samples: Put/Call Agreement (Rose Hills Co), Put/Call Agreement (Loewen Group Inc)