Put Price. (a) The purchase price (i) for Unilever Shares purchased by the Company pursuant to this Agreement shall be equal to the total of (A) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”).
(b) If the aggregate Share Price for (x) any Unilever Shares to be purchased on any date after a Put Closing Date or Call Closing Date, as the case may be, or (y) all the Unilever Shares (the Unilever Shares referred to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share Price of such Shares (i) shall be equal to (A) with respect to the Remaining Unilever Shares referred to in clause (x) above, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the Fair Market Value of such Shares based on a deemed Base Value of eight times the Applicable EBITDA pursuant to Section 8.5(b) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares; provided, however, no interest shall accrue or be payable with respect to that portion of the Share Price attributable to clause (a)(iv) in the definition of Fair Market Value, ...
Put Price. In the event that any Holder exercises the Put Option, the price (the “Put Price”) to be paid to each such Holder pursuant to this Agreement will be the sum of the amount determined by multiplying the number of shares of Subject Securities (or, in the case of any Warrant, the number of shares of Underlying Common Stock into which such Warrant is convertible) for which the Put Option is being exercised (collectively, the “Put Shares”) by the Fair Market Value therefor.
Put Price. Executive Stock purchased pursuant to the Put Right will be purchased at a price per share equal to the lesser of (i) the Fair Market Value of such Executive Stock as of the Valuation Date, less the amount of any cash distributed by the Company with respect to such share between the Valuation Date and the closing of such repurchase and (ii) the Deal Value of such Executive Stock, less the amount of any cash distributed by the Company with respect to such share between the Valuation Date and the closing of such repurchase.
Put Price. This term is defined in Section 4.02 of the Shareholder Agreement.
Put Price. Upon the exercise of the Put, the purchase price for the Executive Securities (the "PUT PRICE") shall be the Fair Market Value of such securities computed as of the date of the Put Event. The Board shall calculate the Put Price within thirty (30) days following delivery of a Put Notice (provided, however, that Fair Market Value shall be determined in accordance with the definition thereof in Section 1).
Put Price. In the event that any Holder exercises the Put Option, the price (the "Put Price") to be paid to each such Holder pursuant to this Agreement will be cash in the sum of the amount determined by multiplying the higher of (a) the Book Value or (b) the Fair Market Value per share of Common Stock as of the end of the month immediately preceding the date notice is given of the exercise of the Put Option pursuant to Section 4.03 times the number of shares of Common Stock for which the Put Option is being exercised by such Holder plus the higher of (a) the Book Value or (b) the Fair Market Value of the Other Securities issuable upon exercise of the portion of the Warrants subject to the Put Option; provided, however, the Fair Market Value (as opposed to the Book Value) shall only be utilized in determining such Put Price if, for the thirty (30) consecutive days prior to the exercise of the Put Option, the Common Stock has been trading on a national securities exchange as its primary market (as contemplated in clause (a) of the definition of Closing Price) with an average trading volume of at least 150,000 shares per day and an average market capitalization of the Company of at least $50,000,000 (calculated on the basis of the product of (i) the number of shares of registered Common Stock outstanding on the date of determination and (ii) the reported closing prices of Common Stock quoted on such exchange over the period of thirty (30) days prior to the date of determination).
Put Price. Should NSM exercise its Put Right pursuant to Section 8.1(a), then the collective Interests held by the NSM Members shall be purchased by the Company at a price (the “Put Price”) equal to (i) the sum of all cash contributions made by the NSM Members to the equity capital of the Company pursuant to and in accordance with this Agreement (the “NSM Capital”), plus (ii) an amount equal to a *** per annum return on the contributions described in clause (i) above, from and including the respective dates on which such contributions were made until the date the Put Price is actually paid, calculated on the basis of the actual number of days elapsed from the applicable contribution date to the date the Put Price is actually paid, compounded annually, minus (iii) all distributions (other than tax distributions made pursuant to Section 3.2(b)) previously made or deemed made to the NSM Members by the Company (collectively, the “NSM Return”). Notwithstanding the foregoing, if the Put Right is not exercised pursuant to Section 8.1(a) during the First Put Window, but is exercised during the Second Put Window, then the NSM Return shall be calculated as per above, except that (i) solely for the purposes of *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. calculating that portion of the NSM Return generated during the period commencing on the first day after the end of the First Put Window and until the date of exercise of the Put Right, the *** per annum annual compounded return in effect will be reduced for such calculation period to *** per annum, compounded annually, and (ii) solely for the purposes of calculating that portion of the NSM Return generated during the period commencing on the date on which the Put Right is exercised and to the date the Put Price is actually paid, the *** per annum annual compounded return in effect for such calculation period will be reduced for such calculation period to the weighted average per annum return on the NSM Capital as calculated as of the date the Put Right is exercised, compounded annually.
Put Price. (a) For purposes of this Article 5, the Put Price shall be the greater of (i) the Appraised Value of the Conversion Stock underlying the Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock, as the case may be, or (ii) the Adjusted Value of the Series A Preferred Stock, Series B Preferred Stock or Series E Preferred Stock, as the case may be. The "Appraised Value" shall mean the fair market value of the Conversion Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock or Series E Preferred Stock, as the case may be, determined pursuant to the appraisal procedure set forth in the immediately succeeding section. The "Adjusted Value" shall be an amount per share equal to the Adjusted Purchase Price of the Series A Preferred Stock (determined in accordance with the Series A Certificate of Designation), or of the Series B Preferred Stock (determined in accordance with the Series B Certificate of Designation) or of the Series E Preferred Stock (determined in accordance with the Series E Certificate of Designation), as the case may be, plus a cumulative accretion computed on the Adjusted Purchase Price at the rate of 8% per annum (compounded annually) from the date of issue up to the date of the Put Notice, reduced by an amount equal to the aggregate of all declared and paid cash dividends, if any.
Put Price. Upon exercise of the Put Option, the purchase price for the Vested Stock shall be its Fair Market Value.
Put Price. The “Put Price” shall be equal the Fair Market Value of Redbox’s Interest after taking into account the cost of replacement of any assets of Redbox utilized by the Company that will no longer be available after Redbox’s withdrawal from the Company (whether or not after a transition or other similar period); provided, however, that for the purposes of this Section 8.10.1, the initial time period in the definition of Fair Market Value for Verizon and Redbox to seek to reach agreement regarding value shall be forty-five (45) days; and provided further, that if the Members do not agree on value within such forty-five (45) day period, then an appraiser shall be selected as provided for in the definition of Fair Market Value and each of Verizon and Redbox shall submit to the appraiser its respective valuation figure for the Put Price, following which the appraiser shall within 45 days of the appraiser’s selection or appointment determine the Put Price based on the Fair Market Value of Redbox’s entire Interest (the “Appraised Put Value”), and the Appraised Put Value as determined by the appraiser shall become the actual Put Price, unless the Appraised Put Value is outside of the range of the valuation figures for the Put Price proposed by Verizon and Redbox, in which case the Put Price proposed by Verizon or Redbox which is the closest to the Appraised Put Value shall become the actual Put Price, binding on all parties. All costs of the independent appraiser shall be borne equally by Verizon and Redbox.
