Common use of Put Options Clause in Contracts

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or other than for Good Reason; (iv) a Put may not be exercised, and any Put which has been exercised shall be rescinded, with respect to any LLC Interest which, prior to the Purchase Closing Date of a proposed Put exercise, is to be purchased or has been Called under Section 7.3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 and their Permitted Transferees, or their respective Derivative Shares, prior to March 15, 2000; and (vi) Puts may not be exercised with respect to an LLC Interest purchased pursuant to the exercise of options granted (A) prior to April 1, 2000 by the Company under Section 7.9 hereof until at least six months after the purchase of such LLC Interest, and (B) after March 31, 2000 by the Company under Section 7.9 hereof or by WTI until the earlier of (x) three years after the purchase of such LLC Interest and (y) five years after such options were granted by the Company or WTI, but in no event until at least six months after the Purchase of such LLC Interest; provided, however, if there is a Change of Control which accelerates the vesting of options pursuant to the terms thereof, a Put may be exercised with respect to an LLC Interest acquired pursuant to the exercise of such options beginning six months after the purchase of such LLC Interest; and further provided, however, the limitations set forth in this Section 7.2(c), other than the limitations set forth in item (vi) above, shall not apply with respect to the exercise of a Put by a Principal and his Permitted Transferees if such Principal's employment by the Company is terminated by the Company without Cause or such Principal's resignation of employment for Good Reason or to the exercise of a Put by CRM, Inc. following the termination of employment by the Company without Cause or resignation of employment for Good Reason of a Principal who or whose Permitted Transferees are shareholders of CRM, Inc., to the extent of such Principal's and Permitted Transferee's Derivative Share of CRM, Inc.'s LLC Interest, if such shareholder's CRM, Inc. shares are purchased pursuant to Section 6.2 of the CRM, Inc. Shareholders Agreement. If, in any Fiscal Year, Puts are exercised with respect to more than 20% of the outstanding LLC Interests of the Company (subject to the proviso set forth in the immediately preceding sentence) then each such Member shall be entitled to exercise Puts equal to the product of (x) 20%, (y) the LLC Interests of the Company then outstanding and (z) a fraction, the numerator of which is the LLC Interest for which a Put is sought to be exercised by the Member and the denominator of which is the total LLC Interests for which Puts are sought to be exercised by all Members. (d) A Member may exercise a Put by giving an irrevocable notice of exercise of the Put to Wilmington in substantially the form of Exhibit C hereto (the "Put Notice") on or before March 15 of any year stating that it or he is electing to exercise the Put and specifying the LLC Interest to be sold pursuant to the Put. On or before the first day of April after receipt of a Put Notice, and subject to the limitations set forth in Section 7.2(c), Wilmington shall purchase from the Principal and his Permitted Transferees and, if applicable, CRM, Inc., the LLC Interest set forth in the Put Notice. At the closing of the exercise of a Put, Wilmington shall deliver the Put Price to the Principal and his Permitted Transferees or CRM, Inc., as the case may be, by certified check or wire transfer of immediately available funds against delivery of such documents or instruments of transfer as may be reasonably requested by Wilmington. (e) On the last day of the month in which a Put is exercised by a Member, such Member shall cease to have any rights as a Member with respect to the LLC Interest so Put other than (i) the right to receive the Put Price on the Purchase Closing Date; and (ii) the right to receive distributions and allocations with respect to such LLC Interest through the last day of the month in which the Put is exercised in accordance with Section 6.3(g) and the last two sentences of Section 6.3(a).

Put Options. (a) On or before February 28 of each year, the Company LLC 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 and Roxbury may exercise an option to sell to Wilmington all or any portion of their his or its 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 Interest (each such Put to Wilmington by a Principal, his Permitted Transferees or CRM, Inc., being referred to as 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 Wilmington: (i) neither a Principal and his Permitted Transferees nor Roxbury may not exercise, or in their capacity as shareholders of CRM, Inc. cause CRM, Inc. to exercise, exercise a Put during any Fiscal Year with respect prior to LLC Interests in excess of 50% the fifth anniversary of the High Water Xxxx later 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%) Commencement Date or lessthe date hereof; (ii) Puts may not be exercised in any Fiscal Year with respect to LLC Interests representing more than 2025% of the LLC Interests Common Membership Points of the Company LLC then outstanding; (iii) a each Founding Principal and his Permitted Transferees may not exercise, or exercise Puts in their capacity as shareholders any Fiscal Year exceeding 50% of CRM, Inc. cause CRM, Inc. to exercise, a Put until at least three years after such his High Water Xxxx and any other Principal ceases to be employed by the Company by reason may not exercise Puts in any Fiscal Year exceeding 20% of (A) termination for Cause or (B) resignation other than by Retirement or other than for Good Reasonhis High Water Xxxx; and (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 and their Permitted Transferees, or their respective Derivative Shares, prior to March 15, 2000; and (vi) Puts may not be exercised with respect to an LLC Interest purchased pursuant to the acquired on exercise of options granted (A) prior to April 1, 2000 by the Company under Section 7.9 hereof until an Option Agreement unless such LLC Interests have been held for at least six months (other than after the purchase of such LLC Interest, and (B) after March 31, 2000 by the Company under Section 7.9 hereof or by WTI until the earlier of (x) three years after the purchase of such LLC Interest and (y) five years after such options were granted by the Company or WTI, but in no event until at least six months after the Purchase of such LLC Interest; provided, however, if there is a Change of Control which accelerates the vesting of options pursuant or in an amount with a Put Price equal to the terms thereofdollar amount of the maximum federal, a Put may be exercised with respect to an LLC Interest acquired pursuant state and local tax rates applicable to the exercise of such options beginning six months after the purchase of such LLC Interest; and further provided, however, the limitations set forth in this Section 7.2(cOption Agreement), other than the limitations set forth in item (vi) above, shall not apply with respect to the exercise of a Put by a Principal and his Permitted Transferees if such Principal's employment by the Company is terminated by the Company without Cause or such Principal's resignation of employment for Good Reason or to the exercise of a Put by CRM, Inc. following the termination of employment by the Company without Cause or resignation of employment for Good Reason of a Principal who or whose Permitted Transferees are shareholders of CRM, Inc., to the extent of such Principal's and Permitted Transferee's Derivative Share of CRM, Inc.'s LLC Interest, if such shareholder's CRM, Inc. shares are purchased pursuant to Section 6.2 of the CRM, Inc. Shareholders Agreement. If, in any Fiscal Year, Puts are exercised with respect to more than 2025% of the outstanding LLC Interests of the Company (subject to the proviso set forth in the immediately preceding sentence) Common Membership Points, then each such Member shall be entitled to exercise Puts equal to the product of (x) 2025%, (y) the LLC Interests Common Membership Points of the Company LLC then outstanding and (z) a fraction, the numerator of which is the Common Membership Points relating to the LLC Interest Interests for which a Put is sought to be exercised by the Member (after giving effect to Section 7.2(c)(iii)) and the denominator of which is the total Common Membership Points relating to LLC Interests for which Puts are sought to be exercised by all MembersMembers (after giving effect to Section 7.2(c)(iii)). Notwithstanding the foregoing limitations of this Section 7.2(c), Roxbury may exercise a Put following an Extraordinary Event with respect to a Founding Principal or the exercise of a Wilmington Call with respect to the LLC Interests of a Founding Principal; provided, however, that the number of Common Membership Points that are the subject of such Put shall not exceed the Derivative Share of such Founding Principal (a "Special Roxbury Put"). A Special Roxbury Put shall not be included in determining whether the limitations set forth above in this Section 7.2(c) have been satisfied. (d) A Member may exercise a Put by giving if, on or before March 15 of any year, Wilmington receives an irrevocable notice of exercise of the Put to Wilmington substantially in substantially the form of Exhibit C D hereto (the "Put Notice") on or before March 15 of any year stating that it or he is electing to exercise the Put and specifying the LLC Interest to be sold pursuant to the Put. On or before the first day of April after receipt of a Put NoticeNotice (or the next succeeding Business Day if such April 1 is not a Business Day), and subject to the limitations set forth in Section 7.2(c)) hereof, Wilmington shall purchase from the Principal and his Permitted Transferees and, if applicable, CRM, Inc., Member the LLC Interest set forth in the Put Notice. At the closing of the exercise of a Put, Wilmington shall deliver the Put Price to the Principal and his Permitted Transferees or CRM, Inc., as the case may be, Member by certified check or wire transfer of immediately available funds against delivery of such documents or instruments of transfer as Wilmington may be reasonably requested by Wilmingtonrequest. (e) On the last day of the month in which a Put is exercised by a Member, such Member shall cease to have any rights as a Member with respect to the LLC Interest so Put other than (i) the right to receive the Put Price on the Purchase Closing Date; Date and (ii) the right to receive distributions and allocations with respect to such LLC Interest through the last day Purchase Closing Date. For example, this means that the LLC Interests to be purchased shall not have any voting rights during such period. (f) In the event of a Change of Control, a Member may send a Put Notice at any time during the fifteen months following the Change of Control, and the restrictions of Section 7.2(c)(i), (ii) and (iii) shall not apply to such Put, in which case the LLC Value shall be determined as of December 31 immediately prior to the date of the month in which Put Notice and the Purchase Closing Date shall be 60 days following delivery of the Put Notice (or the next succeeding Business Day if such date is exercised in accordance with Section 6.3(g) and the last two sentences of Section 6.3(anot a Business Day).

Put Options. (a) On or before February 28 of each year, the Company LLC 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 and Roxbury may exercise an option to sell to Wilmington all or any portion of their his or its 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 Interest (each such Put to Wilmington by a Principal, his Permitted Transferees or CRM, Inc., being referred to as 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 Wilmington: (i) neither a Principal and his Permitted Transferees nor Roxbury may not exercise, or in their capacity as shareholders of CRM, Inc. cause CRM, Inc. to exercise, exercise a Put during any Fiscal Year with respect prior to LLC Interests in excess of 50% the fifth anniversary of the High Water Xxxx later 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%) Commencement Date or lessthe date hereof; (ii) Puts may not be exercised in any Fiscal Year with respect to LLC Interests representing more than 2025% of the LLC Interests Common Membership Points of the Company LLC then outstanding; (iii) a each Founding Principal and his Permitted Transferees may not exercise, or exercise Puts in their capacity as shareholders any Fiscal Year exceeding 50% of CRM, Inc. cause CRM, Inc. to exercise, a Put until at least three years after such his High Water Mark xxx any other Principal ceases to be employed by the Company by reason may not exercise Puts in any Fiscal Year exceeding 20% of (A) termination for Cause or (B) resignation other than by Retirement or other than for Good Reasonhis High Water Mark; xxd (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 and their Permitted Transferees, or their respective Derivative Shares, prior to March 15, 2000; and (vi) Puts may not be exercised with respect to an LLC Interest purchased pursuant to the acquired on exercise of options granted (A) prior to April 1, 2000 by the Company under Section 7.9 hereof until an Option Agreement unless such LLC Interests have been held for at least six months (other than after the purchase of such LLC Interest, and (B) after March 31, 2000 by the Company under Section 7.9 hereof or by WTI until the earlier of (x) three years after the purchase of such LLC Interest and (y) five years after such options were granted by the Company or WTI, but in no event until at least six months after the Purchase of such LLC Interest; provided, however, if there is a Change of Control which accelerates the vesting of options pursuant or in an amount with a Put Price equal to the terms thereofdollar amount of the maximum federal, a Put may be exercised with respect to an LLC Interest acquired pursuant state and local tax rates applicable to the exercise of such options beginning six months after the purchase of such LLC Interest; and further provided, however, the limitations set forth in this Section 7.2(cOption Agreement), other than the limitations set forth in item (vi) above, shall not apply with respect to the exercise of a Put by a Principal and his Permitted Transferees if such Principal's employment by the Company is terminated by the Company without Cause or such Principal's resignation of employment for Good Reason or to the exercise of a Put by CRM, Inc. following the termination of employment by the Company without Cause or resignation of employment for Good Reason of a Principal who or whose Permitted Transferees are shareholders of CRM, Inc., to the extent of such Principal's and Permitted Transferee's Derivative Share of CRM, Inc.'s LLC Interest, if such shareholder's CRM, Inc. shares are purchased pursuant to Section 6.2 of the CRM, Inc. Shareholders Agreement. If, in any Fiscal Year, Puts are exercised with respect to more than 2025% of the outstanding LLC Interests of the Company (subject to the proviso set forth in the immediately preceding sentence) Common Membership Points, then each such Member shall be entitled to exercise Puts equal to the product of (x) 2025%, (y) the LLC Interests Common Membership Points of the Company LLC then outstanding and (z) a fraction, the numerator of which is the Common Membership Points relating to the LLC Interest Interests for which a Put is sought to be exercised by the Member (after giving effect to Section 7.2(c)(iii)) and the denominator of which is the total Common Membership Points relating to LLC Interests for which Puts are sought to be exercised by all MembersMembers (after giving effect to Section 7.2(c)(iii)). Notwithstanding the foregoing limitations of this Section 7.2(c), Roxbury may exercise a Put following an Extraordinary Event with respect to a Founding Principal or the exercise of a Wilmington Call with respect to the LLC Interests of a Founding Principal; provided, however, that the number of Common Membership Points that are the subject of such Put shall not exceed the Derivative Share of such Founding Principal (a "Special Roxbury Put"). A Special Roxbury Put shall not be included in determining whether the limitations set forth above in this Section 7.2(c) have been satisfied. (d) A Member may exercise a Put by giving if, on or before March 15 of any year, Wilmington receives an irrevocable notice of exercise of the Put to Wilmington substantially in substantially the form of Exhibit C D hereto (the "Put Notice") on or before March 15 of any year stating that it or he is electing to exercise the Put and specifying the LLC Interest to be sold pursuant to the Put. On or before the first day of April after receipt of a Put NoticeNotice (or the next succeeding Business Day if such April 1 is not a Business Day), and subject to the limitations set forth in Section 7.2(c)) hereof, Wilmington shall purchase from the Principal and his Permitted Transferees and, if applicable, CRM, Inc., Member the LLC Interest set forth in the Put Notice. At the closing of the exercise of a Put, Wilmington shall deliver the Put Price to the Principal and his Permitted Transferees or CRM, Inc., as the case may be, Member by certified check or wire transfer of immediately available funds against delivery of such documents or instruments of transfer as Wilmington may be reasonably requested by Wilmingtonrequest. (e) On the last day of the month in which a Put is exercised by a Member, such Member shall cease to have any rights as a Member with respect to the LLC Interest so Put other than (i) the right to receive the Put Price on the Purchase Closing Date; Date and (ii) the right to receive distributions and allocations with respect to such LLC Interest through the last day Purchase Closing Date. For example, this means that the LLC Interests to be purchased shall not have any voting rights during such period. (f) In the event of a Change of Control, a Member may send a Put Notice at any time during the fifteen months following the Change of Control, and the restrictions of Section 7.2(c)(i), (ii) and (iii) shall not apply to such Put, in which case the LLC Value shall be determined as of December 31 immediately prior to the date of the month in which Put Notice and the Purchase Closing Date shall be 60 days following delivery of the Put Notice (or the next succeeding Business Day if such date is exercised in accordance with Section 6.3(g) and the last two sentences of Section 6.3(anot a Business Day).