Common use of Put Option Clause in Contracts

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).

Appears in 16 contracts

Samples: Management Stock Purchase and Unit Subscription Agreement (Mg Waldbaum Co), Management Stock Purchase and Unit Subscription Agreement (Mg Waldbaum Co), Management Stock Purchase and Unit Subscription Agreement (Mg Waldbaum Co)

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Put Option. (a) If the Executive's employment with Investors the Company and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to InvestorsDairy Holdings, and Investors Dairy Holdings shall be required to purchase (subject to the provisions of Section 8 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units (by class) collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)).

Appears in 16 contracts

Samples: Management Unit Subscription Agreement (Mg Waldbaum Co), Management Unit Subscription Agreement (Mg Waldbaum Co), Management Unit Subscription Agreement (Mg Waldbaum Co)

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) if such termination occurs prior to the total number date which is 18 months from the date of Units collectively held by this Agreement the Executive and all purchase price per Unit shall be the greater of his Permitted Transferees and (y1) the Applicable Percentage Fair Market Value (measured as of the Termination Date), at a ) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per unit equal to Unit shall be the Fair Market Value of such unit (measured as of the delivery Termination Date) of the notice referred to in Section 7.1(b))such Units.

Appears in 4 contracts

Samples: Subscription Agreement (Michael Foods Inc/New), Senior Management (Michael Foods Inc/New), Subscription Agreement (Michael Foods Inc/New)

Put Option. (a) If the Executive's ’s employment with Investors the Company and its subsidiaries Subsidiaries terminates due to the Disability, death or Retirement for any of the Executive reasons set forth in clauses (i) or (ii) below prior to the earlier of (i1) a Public Offering with respect to Holding or the Company or (ii2) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive and Executive’s Permitted Transferees shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's ’s Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date)request, at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b5.1(b)).):

Appears in 2 contracts

Samples: Management Unit Subscription Agreement (Transport Corporation of America Inc), Management Unit Subscription Agreement (Transport Corporation of America Inc)

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Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, Disability or death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units any Unit issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 6 hereof, to sell to Investors, and Investors shall be required to purchase (subject to the provisions of Section 8 6 hereof), on one occasion from the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) if such termination occurs prior to the total number date which is 18 months from the date of Units collectively held by this Agreement the Executive and all purchase price per Unit shall be the greater of his Permitted Transferees and (y1) the Applicable Percentage Fair Market Value (measured as of the Termination Date), at a ) and (2) the Cost of such Units and (y) if such termination occurs after the date which is 18 months from the date of this Agreement the purchase price per unit equal to Unit shall be the Fair Market Value of such unit (measured as of the delivery Termination Date) of the notice referred to in Section 7.1(b))such Units.

Appears in 1 contract

Samples: Subscription Agreement (Michael Foods Inc/New)

Put Option. (a) If the Executive's employment with Investors and its subsidiaries terminates due to the Disability, death or Retirement of the Executive prior to the earlier of (i) a Public Offering or (ii) a Sale of the Company, for any Units issued 181 days or more prior to the date of termination of employment of the Executive, within 120 days after such date of termination of employment (or in the case of Units issued 180 days or less prior to such date of termination or at any time after such date of termination of employment, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), the Executive shall have the right, subject to the provisions of Section 8 hereof, to sell to Investors, and Investors shall be required to --------- purchase (subject to the provisions of Section 8 hereof), on one occasion from --------- the Executive and his Permitted Transferees, if applicable, all (but not less than all) of the number of Units then held by the Executive and such other number of Units held by the Executive's Permitted Transferees as the Executive may request provided that in the aggregate such number does not exceed the product of (x) the total number of Units collectively held by the Executive and all of his Permitted Transferees and (y) the Applicable Percentage (measured as of the Termination Date), at a price per unit equal to the Fair Market Value of such unit (measured as of the delivery of the notice referred to in Section 7.1(b)); provided that, if Executive holds more than one Class of Units, Executive must exercise his rights under this Section 7.1 on an equal percentage across such Classes.

Appears in 1 contract

Samples: Management Stock Purchase And (M Foods Investors LLC)

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