Put Options. The Holding Company shall issue a put option to any Participant, Beneficiary, surviving spouse or estate of a deceased Participant, or any other person (including distributees of an estate) to whom shares of Stock distributed under this Plan may pass by reason of a Participant's death (herein collectively referred to as the "Recipient"). This put option shall permit the Recipient to sell such Stock to the Holding Company, at any time during two (2) option periods, at the then fair market value. The first put option period shall be a period of at least sixty (60) calendar days beginning on the actual date of distribution of such Stock to the Recipient. The second put option period shall be a period of at least sixty (60) calendar days beginning after the determination of the fair market value of such Stock is made by the Committee (and notice of same is given in writing to the Recipient) for the next succeeding Plan Year. Such Recipient shall be deemed to have a put option as herein provided with respect to the shares of Stock and may exercise this put option by delivering to the Holding Company a written notice of his election to sell such shares of Stock, or any portion thereof, together with the certificates representing the shares of Stock to be sold duly endorsed for transfer. The Holding Company shall be obligated to purchase the shares of Stock, or the designated portion thereof, at their fair market value at the date the put option is exercised; provided, however, that the Holding Company may grant the Trustee an option to assume on behalf of this Plan and Trust the Holding Company's rights and obligations with respect to the put option at the date the put option is actually exercised by the Recipient. Except as hereinafter provided, the Holding Company (or the Trustee, if it assumes the Holding Company's obligation) shall pay for the shares of Stock so sold to it by check within thirty (30) calendar days following the date of sale. Notwithstanding anything contained herein to the contrary, the Holding Company (or, if applicable, the Trustee) may pay the purchase price in substantially equal periodic payments (not less frequently than annually) over a period beginning not later than thirty (30) calendar days after the exercise of the put option and not exceeding five (5) years as long as reasonable interest is paid on the unpaid amounts and adequate security is provided to the Recipient. If the Stock is readily tradeable on an established market on ...
Put Options. Notwithstanding any provision hereunder to the contrary, with respect to Financial Assets which possess so-called put options or similar characteristics which grant the Fund the option to redeem such Financial Assets prior to their maturity date ("Put Options Securities") including, but not limited to so-called put bonds, the following shall apply:
(a) with respect to put options which are exercisable semi-annually, or less frequently than semi-annually, and where such Put Option Financial Assets is actually delivered to the Custodian not less than fifteen (15) business days prior to the put option exercise date, the Custodian shall use its reasonable best efforts to notify the Fund of such put option, where correct and timely notification is published in the publications or services ("Notification Sources") the Custodian routinely uses for this purpose, or as to which the Custodian receives timely notice from the Fund;
(b) once notified, the Fund must direct the exercise or non-exercise of such put option by Letter delivered to the Custodian not less than five (5) business days prior to the put option exercise date, and if the Fund fails to make such direction, the Custodian shall not exercise such put option; and
(c) for purposes of this Section 3: a "business day" is a day on which the Custodian is open for business under the laws of the State of New York; the notification sources include, but are not limited to, X.X. Xxxxxx, THE WALL STREET JOURNAL and/or DTC, and the Custodian reserves the right to utilize other notification sources or discontinue any of the aforementioned notification sources at any time and without notice, and
(d) the Custodian shall not notify the Fund of put options exercisable more frequently than semi-annually.
Put Options. Each of the Significant Equityholders and the Company will enter into put option agreements on the same date as the Equity Commitment Agreement (the “Put Option Agreements”) pursuant to which each of the Significant Equityholders will sell, and the Company will purchase, put options (the “Put Options”) under which the Company, subject to the Put Option Conditions (as defined below), may require each of the Significant Equityholders to purchase a number of shares of Additional Common Stock (as defined below) up to such Significant Equityholder’s Firm Commitment Amount (as defined below) to the extent such Significant Equityholder did not exercise its Rights (as defined below) in the Rights Offering (as defined below) or participate in the Second Lien Term Loan Offering (as defined below) for a price per share equal to the Additional Common Stock Purchase Price (as defined below). The terms and conditions of the Put Options shall be more fully set out in the Put Option Agreements. As consideration for the Put Options, the Company will pay the Significant Equityholders an aggregate amount of $8,625,000 (the “Put Option Premiums”), which will be in the form of shares of Common Stock (as defined below) based on the Additional Common Stock Purchase Price, to be allocated among the Significant Equityholders in accordance with the terms of the Put Option Agreements and payable on the earliest of (i) the occurrence of a Termination Event (as defined below), (ii) the Closing Date (as defined below) and (iii) March 31, 2009; provided that the Put Option Premium to which any Significant Equityholder is entitled shall be reduced by the amount of any premium that has been paid to such Significant Equityholder pursuant to the Equity Cure Letter entered into by such Significant Equityholder with the Company. The Put Options shall expire on the earlier of (i) seven business days following the Expiration Time (as defined below) and (ii) March 31, 2009 (the “Put Option Expiration Date”), unless terminated as provided herein. For the avoidance of doubt, the obligations under the Put Option Agreements shall not terminate until all required funding has occurred in accordance with the terms thereof. To the extent that the Company exercises its rights under the Equity Cure Letters prior to the Expiration Time and does not receive gross cash proceeds of at least $15.0 million as a result, each of D. E. Shaw and Sigma will exercise a sufficient number of Rights it receives in the R...
Put Options. A put option gives the buyer the right to sell or to “put” the stock to the seller at a specific price for a certain period of time. The sale of a put option obligates the seller to buy the stock from the buyer at that specific price for a certain period of time.
Put Options. (a) On or before February 28 of each year, the Company shall notify all Members of the LLC Value as of December 31 of the immediately preceding year.
(b) Subject to the terms, conditions and limitations of this Section 7.2, each Principal or his Permitted Transferee may exercise an option to sell to Wilmington all or any portion of their LLC Interest. In addition, subject to the terms, conditions and limitations of this Section 7.2, if a shareholder of CRM, Inc. notifies CRM, Inc. of his exercise of a put of all or any portion of his CRM, Inc. shares pursuant to Section 6.2 of the CRM, Inc. Shareholders Agreement, then CRM, Inc. shall put to Wilmington that portion of the outstanding LLC Interests represented by the Derivative Share attributable to the shares of CRM, Inc. with respect to which puts have been so exercised (each such Put to Wilmington by a Principal, his Permitted Transferees or CRM, Inc., a "Put"). Upon exercise of a Put under this Section 7.2(b), Wilmington shall thereupon become obligated to purchase the LLC Interest as to which the Put has been exercised.
(c) Notwithstanding anything contained in Section 7.2(b) to the contrary, unless otherwise agreed to by Wilmington (i) a Principal and his Permitted Transferees may not exercise, or in their capacity as shareholders of CRM, Inc. cause CRM, Inc. to exercise, a Put during any Fiscal Year with respect to LLC Interests in excess of 50% of the High Water Xxxx of such Principal unless the sum of such Principal' s and his Permitted Transferees then current LLC Interest and their Derivative Share of CRM, Inc.'s LLC Interest is one percent (1%) or less; (ii) Puts may not be exercised in any Fiscal Year with respect to more than 20% of the LLC Interests of the Company then outstanding; (iii) a Principal and his Permitted Transferees may not exercise, or in their capacity as shareholders of CRM, Inc. cause CRM, Inc. to exercise, a Put until at least three years after such Principal ceases to be employed by the Company by reason of (A) termination for Cause or (B) resignation other than by Retirement or other than for Good Reason; (iv) a Put may not be exercised, and any Put which has been exercised shall be rescinded, with respect to any LLC Interest which, prior to the Purchase Closing Date of a proposed Put exercise, is to be purchased or has been Called under Section 7.3 hereof; (v) a Put may not be exercised with respect to the respective LLC Interests of Xxxxxx X. Xxxxxx or Xxxxxx X. XxXxxxx ...
Put Options. Except as set forth in Schedule 3.27, the Company's ability to honor put options (the "PUT OPTIONS") which obligate the Company to repurchase Shares distributed from time to time to Plan participants and beneficiaries under the ESOP, as may be required by the ESOP, the Trust Agreement and by applicable laws, regulations or rulings, is not restricted by the provisions of any law, rule or regulation in effect as of the date hereof (other than applicable provisions of the Delaware General Corporation law, and applicable fraudulent conveyance, fraudulent transfer, bankruptcy and similar laws) or by terms of any loan, financing or other agreement or instrument to which the Company is a party or by which the Company is bound, including, without limitation, the Company's Certificate of Incorporation.
Put Options. In the event of (I) the permanent disability of the Management Stockholder so that he is unable substantially to perform his services as an employee of the Company for an aggregate of 180 days during any twelve-month period or (II) the death of the Management Stockholder, the Management Stockholder or, in the event of death, the deceased Management Stockholder's administrator or executor, shall have the option (the "PUT OPTION"), exercisable by the giving of notice thereof to the Company within 120 days of the occurrence of the event giving rise to such Put Option, which, in the case of permanent disability, shall mean the 180th day of inability to perform services as an employee of the Company, to sell to the Company, and the Company upon exercise of such Put Option shall buy from the Management Stockholder or the deceased Management Stockholder's administrator or executor, as the case may be, all (but not less than all) of the Management Stockholder's Covered Equity, at a price per share equal to the fair market value of the Covered Equity determined as of the date of repurchase by the Board of Directors of the Corporation in its sole discretion. Such Put Option shall expire if such notice is not given within such 120-day period. The Management Stockholder, or the deceased Management Stockholder's administrator or executor, shall deliver to the Company certificates representing the Covered Equity, free and clear of all claims, liens, or encumbrances, together with blank stock powers, duly executed with all signature guarantees at a closing at the principal office of the Company on the third business day after notice has been given to the Company or at such other place and time and in such manner as may be mutually agreed to by the Management Stockholder, or the deceased Management Stockholder's administrator or executor, and the Company. The net proceeds from the purchase of the Covered Equity pursuant to the Management Stockholder Option (the "PUT OPTION PROCEEDS") shall be paid by a check, which shall be delivered to the Management Stockholder at the closing of such purchase. The obligations of the Company to purchase the Management Stockholder's Covered Equity pursuant to this Section 11(c) shall be deferred during any period in which such purchase would not be permitted by applicable law or could cause the Company to be in default under any agreement to which it or its Subsidiaries are a party.
Put Options. The Administrative Agent and the Loan Parties agree that to the extent any Loan Party is required to purchase any Equity Interests of JV Co or AGH Phoenix under either of the respective organizational documents, such Investments will not be prohibited under Section 8.02 of the Credit Agreement to the extent (x) no Default or Event of Default then exists or would result therefrom and (y) the Loan Parties are in pro forma compliance with Section 8.11 of the Credit Agreement.
Put Options. 10 Section 2.03
Put Options. (a) FedEx hereby grants to American seven (7) options (the "Put Options" and each a "Put Option"), each of which shall give American the right to sell one Aircraft to FedEx on each of the Scheduled Delivery Dates set forth in the table in Section 2.02(c). Upon American's exercise of each Put Option, FedEx shall purchase one Aircraft on the terms and subject to the conditions set forth herein.
(b) A Put Option will be exercisable as to an Aircraft by American giving to FedEx a Put Option Exercise on any date not later than the "Latest Exercise Date" as set forth in Section 2.02(c).
(c) The latest date by which a Put Option may be exercised (each a "Latest Exercise Date"), the latest date by which a Designation for a Scheduled Delivery Date may be given, the Scheduled Delivery Dates for the Put Option Aircraft and the Purchase Price of each Put Option Aircraft are as set forth in the following table: LATEST LATEST SCHEDULED DELIVERY EXERCISE DESIGNATION DELIVERY PURCHASE NUMBER DATE DATE DATE PRICE ------ ------------ --------------- ------------ --------------- 13 15-Feb-00 $ 14 14-June-00 $ 15 11-Oct-00 $ 16 * * 14-Feb-01 $ * 17 12-June-01 $ 18 16-Oct-01 $ 19 12-Feb-02 $
(d) American and FedEx intend the exercise of the Put Options to be sequential and consistent with the schedule set forth above. If American fails to give FedEx a Put Option Exercise exercising a particular Put Option on or before the Latest Exercise Date for such Put Option, that Put Option will expire. If a Put Option expires, the remaining Put Options may be cancelled by FedEx giving to ____________________ *Blank space contained confidential information which has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.
