Put Option Price. 2.1 The Put Option Price shall be a sum equivalent to:
2.1.1 ( First Subscription Price + Second Subscription Price (if any)); plus
Put Option Price. The "Put Option Price" for the Option Shares shall mean an amount equal to the sum of (i) $900,000 plus (ii) an additional amount necessary for the Holders to realize, on an after-tax (state and Federal) basis (calculated at the then-highest marginal tax rates, but assuming a Federal deduction for state taxes paid), and including any and all taxes (at the same marginal rates) payable on the additional amounts paid pursuant to this subsection (ii), an amount equal to the after-tax amount (similarly calculated) which the Holders would have realized had the payment of the $900,000 amount been treated, for all tax purposes, as a long-term (and if there is then more than one long-term rate, the rate applicable to assets held for at least seven years at the time of sale) capital gain.
Put Option Price. (a) Within 20 Business Days following receipt of the Exercise Notice in respect of a Minority Investor's Put Option Shares, Ingredion shall notify the relevant Minority Investor of Ingredion's determination of the fair value, in USD$, of the relevant Put Option Shares (such determination being the "Ingredion Put Option Price" and such notice being the "Ingredion Put Option Notice").
(b) Within 10 Business Days following receipt of the Ingredion Put Price Notice, the relevant Minority Investor shall notify Ingredion and the Company in writing whether it accepts the Ingredion Put Option Price or whether it is immediately referring the determination of the fair value of the Put Option Shares to the Expert for determination in accordance with Schedule 4. If the relevant Minority Investor does not give such notice within such time period, it is deemed that the relevant Minority Investor has accepted the Ingredion Put Option Price.
(c) For the purposes of this Agreement the "Put Option Price" applicable to the sale of the relevant Minority Investor's Put Option Shares:
(i) pursuant to an exercise of the Put Option shall be:
(1) the Ingredion Put Option Price if it is accepted, or deemed to be accepted, by the relevant Minority Investor; or
(2) the Put Option Fair Price if the relevant Minority Investor has referred, in accordance with clause 22.4(a), determination of the Fair Price of the Put Option Shares to the Expert. Where more than one Minority Investor so refers at the same time or within a short period of another referral, then the Expert shall make a single determination of the Fair Value. For the avoidance of doubt, if the Put Option Fair Price is lower than the Ingredion Put Option Price then such lower price shall be the applicable Put Option Price.
Put Option Price. For purposes of this Clause 7.5:
(a) The Put Option Price for the Unrestricted Put Option Shares means the highest of:
(i) the value of the Technical Assistance and Technology Transfer Agreement for the Project, calculated as the sum of future Management Fees equal to 5% of GCN EBITDA as per Schedule I attached hereto, discounted at a rate of 10.75% plus the value of SETA's interest in GCN based on GCN equity valued at the price per share in U.S. Dollars payable in connection with the exercise of the 36% Option (less dividends paid by GCN from the date of exercise of the 36% Option up to an amount of US$140 million) pursuant to Section 3.4.1 of the Participation Agreement, indexed at a rate per annum equal to 5%, minus the Net Debt of SETA and
(ii) the average between (x) the value of the Technical Assistance and Technology Transfer Agreement, calculated as described in (i) above, plus the value of SETA's interest in GCN equity on the basis of the most recent twelve months EBITDA of GCN multiplied by 9 times (minus GCN Net Debt), minus the Net Debt of SETA, and (y) the valuation provided by an internationally recognized investment bank through the delivery of a fairness opinion (such investment bank to be chosen by the Put Option Obligors out of two investment banks proposed by ADP, with the costs incurred in connection with the engagement of such investment bank to be borne 50/50 between the Put Option Obligors on the one hand and ADP on the other hand).
Put Option Price. If the Put Option is exercised pursuant to Section 3.2(a) with respect to any Asset then, on the Put Option Exercise Date, the Counterparty shall deliver to the Option Holder cash in immediately available funds in an amount equal to the Put Option Price with respect to such Asset to the account specified by the Option Holder in the related Asset Put Notice against delivery of the Asset.
Put Option Price. In consideration of the grant by FUR to BT and HKB of the Put Right and the other covenants and agreements of FUR contained in this Agreement, each of BT and HKB hereby agree to pay to FUR $225,000 (in the aggregate, the "Put Option Price").
Put Option Price. If the Put Option is exercised, the price of the Put Option Shares (the "Put Option Shares Price") will be the market price of such shares plus an additional twenty percent (20%) of said price, except in the event of exercise of the Put Option due to a Change of Control or due to a Euro RSCG Sale as referred to below in clause 4.1 in which case the Put Option Shares Price will be the market price plus an additional thirty percent (30%). The market price will be determined as follows:
(i) If New MP's shares are quoted on a Stock Exchange: ------------------------------------------------- The Put Option Shares will be valued at the average quoted price on the opening of the Stock Exchange over the thirty Stock Exchange trading days (the "Quoted Price") preceding the date of receipt of the Put Option Exercise Notice; if the Shares of New MP are quoted at more than one Stock Exchange, the market price shall be the Quoted Price on the Stock Exchange which has the highest liquidity with respect to the trading of the shares of New MP.
(ii) If New MP's shares are not quoted on a Stock Exchange: ------------------------------------------------------
Put Option Price. In consideration of the grant by FUR to Investco and the Onex Associates of the Put Rights and the other covenants and agreements of FUR contained in this Agreement, Investco and the Onex Associates hereby agree, in their respective pro rata shares (based on the proportion that the number of Shares held by each such party bears to the total number of Shares held by Investco and the Onex Associates), to pay to FUR Cdn. $250,000 (the "Put Option Price") and to grant to FUR the Call Right.
Put Option Price. The per share purchase price for the SEI ---------------- Option Shares under the Put Option shall be an amount equal to: the Fair Market Value of the Successor Entity, divided by the number of shares of common stock of the Successor Entity then issued and outstanding (and if there is more than one class of common stock of the Successor Entity, the denominator shall be adjusted to include on an equitable basis all then outstanding shares of all classes of common stock);
(A) minus, the amount (but in any event, no more than 10% of the ----- amount computed above, whichever is applicable) paid or payable by SEI with respect to United States federal or state income taxes (including interest and penalties) for any of its taxable years ending on or prior to May 31, 1995 with respect to undistributed, Saban International, N.V. income, divided by the number of SEI Option Shares;
(B) plus, in either such case, interest thereon at the "prime" or ---- "reference" rate published by Xxxxx Fargo Bank at San Francisco, California, from time to time from the Effective Date through and including the date of closing of the purchase and sale of the SEI Option Shares;
(C) plus, in either such case, an amount equal to $50,000,000, ---- divided by the number of SEI Option Shares.
Put Option Price. 9.1 The purchase price payable by the Grantor to the Grantee for the sale and transfer of each Option Share, shall be an amount equal to the aggregate of –
9.1.1 the Option Price Balance in respect of that Option Share as at the Put Option Closing Date; and
9.1.2 the Escalation Amount calculated in respect of that Option Share up to but excluding the Put Option Closing Date (which has not yet been compounded in terms of the provisions of clause 2.1.20.4 and included in the calculation of the Option Price Balance in terms of the provisions of clause 2.1.39.3).
9.2 If closing of the Put Option does not occur on the Put Option Closing Date, the Put Option Price shall be recalculated and confirmed by the Grantee as at closing of the Put Option in terms of clause 11.
9.3 The Put Option Price as set out in the Put Option Notice or in the written confirmation in terms of clause 7.2.3 shall, in the absence of manifest error, be prima facie proof of the Put Option Price and the Grantee and the Grantor will proceed to closing and implement the Sale on the Put Option Closing Date on the basis of the Grantee's calculations set out in the Put Option Notice or in the written confirmation in terms of clause 7.2.3.
