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Common use of Put Right Clause in Contracts

Put Right. (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash

Appears in 6 contracts

Samples: Subscription and Tender Agreement (Vestar Sheridan Inc), Subscription and Tender Agreement (Vestar Sheridan Inc), Subscription and Tender Agreement (Vestar Sheridan Inc)

Put Right. (ai) IfIn the event that, at any time prior to the Lapse Agreement Termination Date, a the Management Investor's employment Stockholder’s Employment with the Company and its Subsidiaries is terminated terminates due to the Management Stockholder’s death or Disability of Disability, such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Stockholder or her or his Transferee (as applicable) shall have the option right, during the 180-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to Sheridanthe Company (or its designated assignee), and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and upon the members of the Family Group exercise of such right the Company (or its designated assignee) shall purchase from the Management InvestorStockholder or Transferee, all or any portion of the Purchased Shares held by such the Management Investor and the members Stockholder or Transferee as of the Family Group date on which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date such right is exercised. The Management Investor Stockholder or Transferee shall exercise such right by providing delivering to the Company a written notice of (the “Put Notice”) specifying his or their election (including her intent to sell Shares held by the Management Stockholder or Transferee and the number of Securities Shares to be sold) to Sheridan (a "Put Notice"). The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase price per share and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for such Securities will be Fair Market Value the Shares in cash on the date of termination such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of employment. (b) Ifthe terms or provisions of, at or result in a default or event of default under, any time prior to the Lapse DateFinancing Agreement, a Senior Management Investor's employment with the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and its Subsidiaries is terminated by shall permit the applicable employer without Cause Management Stockholder or by such Senior Management Investor with Good ReasonTransferee, then within 180 ten (10) days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess delivery of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice Delay Notice, to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of rescind the Put Notice. The purchase price for If the Purchased Shares included Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid by delivery to the appropriate Management Investor Stockholder or Transferee if no delay had occurred plus interest for the members of his Family GroupDelay Period, as applicable, of a certified bank check or checks in the appropriate amount payable calculated at an annual rate equal to the order of such Management Investor or average annual prime rate charged during the members of his Family Group, as applicable, unless Delay Period by a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashnationally recognized bank designated by the Board plus two (2) percentage points

Appears in 5 contracts

Samples: Management Stockholders’ Agreement, Management Stockholders’ Agreement (LVB Acquisition, Inc.), Management Stockholders’ Agreement (LVB Acquisition, Inc.)

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Senior Notes, on one occasion from such Management Investor and the members of the Family Group of such Management InvestorPurchase Contract Settlement Date, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (at a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on Senior Note equal to $1,000.00, plus accrued and unpaid interest to but excluding the date of termination of employmentPurchase Contract Settlement Date (the “Put Price”). (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investor's employment with portion of the Company and its Subsidiaries is terminated by Proceeds of the applicable employer without Cause or by Put Right of such Senior Management Investor with Good ReasonNotes equal to the Purchase Price in full satisfaction of such Holders’ obligations under the Purchase Contracts, then within 180 days and any remaining amount of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess Put Price following satisfaction of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares related Purchase Contract will be Fair Market Value on the date of termination of employment and (B) the remaining portion of paid to such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentHolder. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Appears in 5 contracts

Samples: Supplemental Indenture (Albertsons Companies, Inc.), Supplemental Indenture (Safeway Stores 42, Inc.), Supplemental Indenture (Albertsons Companies, Inc.)

Put Right. (a) If, at any time prior to 11.1 Following the Lapse second anniversary of the Award Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Participant shall have the option right (the "Put Right") to sell require, upon notice to Sheridanthe Company, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and that the members Company purchase some or all of the Family Group of such Management Investor, all or any portion of Shares (the Purchased Shares held by such Management Investor and "Put Shares") under the members of terms provided in this Section 11. 11.2 Participant may exercise the Family Group of such Management Investor Put Right no more than once per fiscal quarter by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice") to the Company during the thirty (30) day period immediately following the conclusion of a fiscal quarter (the "Put Notice Period"). The Put Notice shall specify the number of Shares for which the Participant seeks to exercise the Put Right and shall specify a closing date for the purchase price per share for such Securities will which shall be Fair Market Value on not less than thirty (30) days after the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. 11.3 Within fifteen (15) days after receipt of the Put Notice, the Company shall provide notice ("Price Notice") to the Participant of the purchase price of the Put Shares. The purchase price for the Purchased Put Shares included shall be Fair Value (as defined in Section 11.7) of the shares on the date of the Put Notice, provided, however, that if the Fair Value is determined in accordance with subsection (d) of Section 9.4, the Price Notice must contain only a statement to that effect along with the name of the independent third party selected by the Company to determine Fair Value. 11.4 The number of Shares that the Company may be required to purchase during any Put Notice Period shall not exceed the lesser of (i) 0.5% of the number of Shares of Common Stock then outstanding and (ii) the maximum number of Shares the Company may lawfully purchase at the closing date of the purchase under Section 160 and other applicable provisions of the Delaware General Company Law; provided, however, that in no event shall the Company be required to purchase Shares unless, until and to the extent such purchase is permitted by the terms of the Company's primary credit facility and the Indenture relating to the Company's 8.75% Senior Notes due 2011, as amended and supplemented from time to time. If (x) the Company grants a Put Right to other employees of or consultants to the Company or its subsidiaries, (y) more than one Put Notice is given during a Put Notice Period and (z) the limitations imposed by this Section 11.4 (other than subsection (i)) on the ability of the Company to purchase Shares allow the Company to purchase some, but not all Shares subject to such Put Notices, the Company shall pay the maximum amount it is permitted to pay hereunder to such persons pro rata in accordance with the number of Put Shares designated by them in their respective Put Notices. 11.5 The purchase price for the Put Shares shall be paid by the Company in the form of a check or electronic transfer of immediately available funds on the date set forth in the Put Notice which shall be no earlier than sixty (60) days after the date of the Put Notice; provided, however, that if Fair Value is determined by an independent third party pursuant to Section 9.4(d), the purchase price for the Put Shares shall be net of one-half of the expenses of the independent third party and the net purchase price shall be paid within thirty (30) days after the independent third party provides its determination of Fair Value to both the Participant and the Company. The purchase price shall be paid against surrender by delivery the Participant of one or more stock certificates evidencing the number of Shares specified in the Put Notice, free and clear of all security interests and liens, with duly endorsed stock powers. No adjustments (other than pursuant to Section 4.2 of the Plan) shall be made to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks purchase price for fluctuations in the appropriate amount payable to value of the order Common Stock after the date of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashPut Notice.

Appears in 5 contracts

Samples: Nonqualified Stock Option Agreement (Venoco, Inc.), Nonqualified Stock Option Agreement (Venoco, Inc.), Nonqualified Stock Option Agreement (Venoco, Inc.)

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing on or prior to the Lapse Final Remarketing Date, a Management Investor's employment with holders of Senior Notes will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company and its Subsidiaries is terminated due to purchase such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Senior Note, plus accrued and unpaid interest to, but excluding, the members of Purchase Contract Settlement Date (the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time The Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement, and such holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days portion of the employment termination date proceeds of the Put Right of the Senior Notes underlying such Applicable Ownership Interests in Senior Management Investor shall have Notes equal to the option to sell to SheridanPurchase Price in full satisfaction of such holders’ obligations under the Purchase Contracts, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess any remaining amount of the aggregate purchase price paid by such Senior Management Investor on Put Price following satisfaction of the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares related Purchase Contracts will be Fair Market Value on the date of termination of employment and (B) the remaining portion of paid to such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentholder. (c) The completion Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such holder on or prior to the sixtieth day after second Business Day immediately preceding the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Appears in 3 contracts

Samples: Supplemental Indenture (Genworth Financial Inc), Supplemental Indenture (Genworth Financial Inc), Supplemental Indenture (Genworth Financial Inc)

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse end of the Final Remarketing Period, Holders of Notes (other than Additional Notes) will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase such Notes on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and unpaid interest to, but excluding, the members Purchase Contract Settlement Date (the “Put Price”). For the avoidance of doubt, Holders of the Family Group of such Management Investor shall Additional Notes will not have the option Put Right with respect to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employmentAdditional Notes. (b) If, at The Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised in accordance with Section 5.03 of the Purchase Contract and Pledge Agreement unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DatePurchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement, a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle III. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 (a) shall take place the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the principal office of Sheridan on second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Notes. (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 3 contracts

Samples: Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc), Supplemental Indenture (Johnson Controls Inc)

Put Right. (ai) IfIn the event that, at any time prior to the Lapse Agreement Termination Date, a the Management Investor's employment Stockholder’s Employment with the Company and its Subsidiaries is terminated terminates due to the Management Stockholder’s death or Disability of Disability, such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Stockholder or her or his Transferee (as applicable) shall have the option right, during the 180-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c)(i) for at least six (6) months, to sell to Sheridanthe Company (or its designated assignee), and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and upon the members of the Family Group exercise of such right the Company (or its designated assignee) shall purchase from the Management InvestorStockholder or Transferee, all or any portion of the Purchased Shares held by such the Management Investor and the members Stockholder or Transferee as of the Family Group date on which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date such right is exercised. The Management Investor Stockholder or Transferee shall exercise such right by providing delivering to the Company a written notice of (the “Put Notice”) specifying his or their election (including her intent to sell Shares held by the Management Stockholder or Transferee and the number of Securities Shares to be sold) to Sheridan (a "Put Notice"). The Management Stockholder’s or Transferee’s put right shall be deemed exercised as of the date on which the Management Stockholder or Transferee delivers such Put Notice to the Company. Such purchase price per share and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which the Put Notice is delivered. The Company will use commercially reasonable efforts to make the payment for such Securities will be Fair Market Value the Shares in cash on the date of termination such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of employment. (b) Ifthe terms or provisions of, at or result in a default or event of default under, any time prior to the Lapse DateFinancing Agreement, a Senior Management Investor's employment with the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and its Subsidiaries is terminated by shall permit the applicable employer without Cause Management Stockholder or by such Senior Management Investor with Good ReasonTransferee, then within 180 ten (10) days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess delivery of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice Delay Notice, to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of rescind the Put Notice. The purchase price for If the Purchased Shares included Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid by delivery to the appropriate Management Investor Stockholder or Transferee if no delay had occurred plus interest for the members of his Family GroupDelay Period, as applicable, of a certified bank check or checks in the appropriate amount payable calculated at an annual rate equal to the order of such Management Investor or average annual prime rate charged during the members of his Family Group, as applicable, unless Delay Period by a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashnationally recognized bank designated by the Board plus two (2) percentage points.

Appears in 3 contracts

Samples: Management Stockholders’ Agreement (LVB Acquisition, Inc.), Management Stockholders’ Agreement (LVB Acquisition, Inc.), Management Stockholders’ Agreement (Biomet Inc)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.

Appears in 2 contracts

Samples: Supplemental Indenture (Dominion Resources Inc /Va/), Fourth Supplemental Indenture (Dominion Resources Inc /Va/)

Put Right. (a) If, at any time prior Prior to the Lapse Date, a Management Investor's employment with settlement by the Company of any Series B Warrant upon exercise by the Original Yucaipa Stockholders, and its Subsidiaries is terminated due subject to Tengelmann’s right to approve any issuance of Company Common Stock in connection therewith pursuant to Section 2.04(a)(ix), the Company will give Tengelmann the right (a “Put Right”) to (i) cause the Company to settle such Series B Warrant by issuing and delivering Company Common Stock to Original Yucaipa Stockholders (in which case, such issuance shall be deemed to be approved by Tengelmann pursuant to Section 2.04(b)(ii)) and (ii) sell to the death Company some or Disability of such Management Investor, then within 180 days all of the employment termination date such Management Investor shares of Company Common Stock to be so issued and delivered to Yucaipa in the members following manner, provided that the Company shall not be required to purchase Company Common Stock pursuant to this clause (ii) to the extent necessary to avoid a Liquidity Impairment: (b) The Company will give notice (a “Warrant Exercise Notice”) to Tengelmann in writing of the Family Group each exercise by Yucaipa of such Management Investor shall have the option to sell to Sheridanone or more Series B Warrants, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including specifying the number of Securities shares (the “Share Number”) of Company Common Stock subject to such Series B Warrants and what portion, if any, the Company proposes to settle by the issuance and delivery to Yucaipa of Company Common Stock (the “Proposed Stock Settlement Amount”) and what portion, if any, the Company proposes to settle in cash. (c) If Tengelmann determines to exercise its Put Right, Tengelmann will deliver a notice (a “Put Notice”) to the Company within 10 Business Days after receipt of a Warrant Exercise Notice indicating, (i) the number of shares of Company Common Stock which the Company shall purchase from Tengelmann pursuant to Tengelmann’s Put Right (which number shall not exceed the Share Number) and (ii) if the Proposed Stock Settlement Amount exceeds the number specified pursuant to clause (i), the portion of such excess to be soldsettled by the issuance and delivery of Company Common Stock, if any, which Tengelmann has approved pursuant to Section 2.04(a)(ii) (to Sheridan (a "Put Notice"the extent such approval is required thereby). The purchase price per share for such Securities Company Common Stock will be Fair equal to the Market Value Price of the Company Common Stock on the business day immediately preceding the date of termination exercise by Yucaipa of employmentsuch Series B Warrants (the “Put Price”). (bd) IfIf Tengelmann exercises its Put Right, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by will purchase from Tengelmann, the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess shares of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included Company Common Stock set forth in the Put Notice shall be paid by delivery to at the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashPut Price.

Appears in 2 contracts

Samples: Investment Agreement (Great Atlantic & Pacific Tea Co Inc), Stockholder Agreement (Great Atlantic & Pacific Tea Co Inc)

Put Right. (a1) If, at any time prior to the Lapse Date, If a Management Investor's Share Shareholder’s employment or service with the Company and its Subsidiaries or an Affiliate of the Company (either referred to as the “Company” in this Section) is terminated Terminated due to the death or Disability Disability, the Management Share Shareholder shall, for the Put Period, have the right to sell to the Company, and the Company shall be required to redeem, all of such Management Investor, then within 180 days Share Shareholder’s Management Shares at a per share price equal to their Fair Value determined as of the employment termination date such Management Investor Share Shareholder’s Date of Termination (the “Management Share Put Right”). (2) The Management Share Put Right may only be exercised by a Management Share Shareholder against the Company if the Management Share Shareholder has given notice thereof to the Company (the “Management Share Put Notice”). The Management Share Put Notice shall constitute the irrevocable election by a Management Share Shareholder to sell, and the members Management Share Shareholder shall sell, all Management Shares held by the Management Share Shareholder in accordance with the terms of this Agreement and, upon the Family Group giving of such Management Investor notice, the Company shall have the option to sell to Sheridan, and Sheridan shall thereupon be obligated to purchase, on one occasion from purchase and shall redeem all such Management Investor and Shares as stated in the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Share Put Notice. The purchase price for the Purchased Shares included in the Management Share Put Notice shall be paid executed by delivery the Management Share Shareholder and shall stipulate that the Management Share Shareholder is exercising its right to sell to the appropriate Company the Management Investor or Shares owned by the members Management Share Shareholder as at the date on which the Management Share Put Notice is delivered. (3) The closing of his Family Group, as applicable, the purchase of the Management Shares stipulated in the Management Share Put Notice shall be thirty (30) days after receipt of the Management Share Put Notice by the Company. The Company and the Management Share Shareholder may mutually agree in writing to change the closing date for the closing of the purchase and sale of the Management Shares pursuant to the Management Share Put Right. (4) The purchase price shall be paid on closing by the Company delivering a certified bank check or checks in the appropriate amount payable (or by wire transfer of immediately available funds, if the Management Share Shareholder provides to the order Company wire transfer instructions) to the Management Share Shareholder at the principal office of the Company against delivery of certificates or other instruments representing the Management Shares so purchased, if existing, appropriately endorsed by the holder of such Management Investor Shares. (5) Notwithstanding Section 8.1(1), any redemption, purchase or similar transaction involving the members of his Family GroupCompany described herein shall, as applicablein all instances, unless a Financing Default exists orbe subject to the Company’s compliance with its contractual obligations (including Section 4.6 hereof), after giving effect to such payment would exist, which prohibits such cashorganizational documents and applicable law.

Appears in 2 contracts

Samples: Management Shareholders Agreement, Management Shareholders Agreement (Integra Leasing As)

Put Right. (a) IfSubject to Section 7.04(b) below, at any time if there has not been a Successful Remarketing prior to the Lapse last day of the Final Remarketing Period, Holders of Notes will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and the members of the Family Group of such Management Investor shall have the option to sell to Sheridanunpaid interest thereon (including all accrued and unpaid Deferred Interest, if any, and Sheridan shall be obligated to purchasecompounded interest thereon) to, on one occasion from such Management Investor and but excluding, the members of Purchase Contract Settlement Date (the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised, at in whole but not in part, in accordance with Section 5.02 of the Purchase Contract and Pledge Agreement (unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DatePurchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement), a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle 3. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (a) shall take place at the so long as such portion is an integral multiple of $1,000 principal office of Sheridan on amount). On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Notes. (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 2 contracts

Samples: Supplemental Indenture (PPL Corp), Supplemental Indenture (PPL Corp)

Put Right. (a) IfSubject to Section 8.05(b) below, at any time if there has not been a Successful Remarketing prior to the Lapse end of the Final Remarketing Period, Holders of Notes (other than Additional Notes) will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and unpaid interest thereon (including all accrued and unpaid Deferred Interest, if any, and compounded interest thereon) to, but excluding, the members Purchase Contract Settlement Date (the “Put Price”). For the avoidance of doubt, Holders of the Family Group of such Management Investor shall Additional Notes will not have the option Put Right with respect to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employmentAdditional Notes. (b) IfThe Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised, at in whole but not in part, in accordance with Section 5.03 of the Purchase Contract and Pledge Agreement (unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DatePurchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement), a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle 3. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date. Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (a) shall take place at the so long as such portion is an integral multiple of $1,000 principal office of Sheridan on amount). On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Notes. (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 2 contracts

Samples: Supplemental Indenture (Great Plains Energy Inc), Supplemental Indenture (Great Plains Energy Inc)

Put Right. (a) If, at The first time the Holder wishes to sell any time prior or all of the Unrestricted Shares pursuant to the Lapse DateRegistration Statement, a Management Investor's employment with it shall notify the Company and its Subsidiaries is terminated due to in writing (the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticeSALE NOTICE"). The purchase price per share Sale Notice may not be given by the Holder any sooner than 90 days after the Issue Date. If upon receipt of the Sale Notice, the Registration Statement for the Unrestricted Shares has not been declared effective for any reason other than for the Holder's failure to provide necessary information for such Securities Registration Statement, then the Company shall immediately notify the Holder that such Registration Statement has not been declared effective (the "COMPANY REGISTRATION NOTICE") and the Holder will be Fair Market Value have the right to require the Company to purchase all such Unrestricted Shares subject to the terms and conditions hereof (the "PUT RIGHT"). Upon receipt of the Company Registration Notice, the Holder must notify the Company within three (3) business days as to whether it wishes to exercise the Put Right (the "PUT EXERCISE NOTICE"). Upon receipt of the Put Exercise Notice, the Company shall purchase and the Holder shall sell to the Company, free and clear of any encumbrances, all such Unrestricted Shares by the Company's paying for each and every share of the Unrestricted Shares subject to the Put Right an amount equal to the closing price of a share of the Company's Common Stock as quoted on Nasdaq or any other exchange on which the Common Stock of the Company is listed as of the date of the receipt of the Sale Notice by the Company. The closing of the Put Right exercise shall occur within three (3) business days of Company's receipt of the Put Exercise Notice. The Put Right shall expire on the date of termination of employmentthe Registration Statement first becomes effective. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash

Appears in 2 contracts

Samples: Warrant Agreement (Adaptec Inc), Warrant Agreement (Adaptec Inc)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Notes will, subject to this Section 9.5, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 2 contracts

Samples: Supplemental Indenture (Dte Energy Co), First Supplemental Indenture (Anthem, Inc.)

Put Right. 23.1 On and after the Effective Date, Steelhead may at any time during the term of this Lease cause Xxxxxxxxxx to purchase (the “Steelhead Put Right”), and Xxxxxxxxxx shall purchase, the Premises, in whole or in part. The Steelhead Put Right shall be subject to the following requirements: (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death The Steelhead Put Right may be exercised by Steelhead for some or Disability of such Management Investor, then within 180 days all of the employment termination date such Management Investor and Premises as designated by Steelhead at the members time of exercise of the Family Group of such Management Investor shall have Steelhead Put Right (the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Property”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Steelhead Put Right shall be exercised by delivery by Steelhead to Xxxxxxxxxx, at any time prior to attention of its Manager, of a written notice stating the Lapse Date, number of acres in the Put Property and a Senior Management Investor's employment with map indicating the Company and its Subsidiaries Put Property that is terminated by included in the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Steelhead Put Right. The delivery date of the employment termination date such Senior Management Investor shall have the option notice to sell to Sheridan, and Sheridan Xxxxxxxxxx shall be obligated deemed to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor be the aggregate purchase price for which under this Section 3.14(b) is not in excess exercise date of the aggregate purchase price paid by such Senior Management Investor on Steelhead Put Right (the Closing Date for all Securities purchased by such Senior Management Investor on the Closing “Exercise Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment”). (c) The completion purchase price for the Put Property payable by Xxxxxxxxxx upon any exercise of the purchase pursuant to Section 3.14 Steelhead Put Right shall be Three Thousand Dollars (a$3,000) shall take place at the principal office of Sheridan on per acre (or prior to the sixtieth day after the giving of the Put Notice. portion thereof). (d) The purchase price for the Purchased Shares included in the Put Notice Property shall be paid by delivery to Steelhead in immediately available funds to the appropriate Management Investor account of Steelhead not later than fifteen (15) days following the Exercise Date. 23.2 In connection with any exercise of the Steelhead Put Right, Xxxxxxxxxx agrees that Steelhead shall have no obligation to provide to Xxxxxxxxxx any information concerning Steelhead or the members Put Property. Xxxxxxxxxx shall rely solely on its own investigation of his Family Groupthe Premises and understands that it may be obligated to purchase all or part of the Premises at any time during the term of this Lease. 23.3 In consideration of payment of the purchase price for the Put Property, as applicable, Steelhead shall deliver to Xxxxxxxxxx evidence of a certified bank check or checks in the appropriate amount payable title to the order Put Property, duly endorsed for transfer to Xxxxxxxxxx. Upon closing of such Management Investor or the members Steelhead Put Right, this Lease shall terminate with respect to the Put Property and, if not all of his Family Groupthe Premises, as applicablethen this Lease and the rent hereunder shall be abated in an amount equal to the rent provided for in Section 2.2 multiplied by a fraction, unless the numerator of which is the acreage of the Put Property and the denominator of which is the acreage of the Premises 23.4 A default in Xxxxxxxxxx’x obligation to purchase the Put Property pursuant to the Steelhead Put Right shall be a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashdefault under this Lease.

Appears in 2 contracts

Samples: Rail Load Out Lease (Foresight Energy LP), Rail Load Out Lease (Foresight Energy Partners LP)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series B Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series B Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series B Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series B Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series B Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series B Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Dominion Resources Inc /Va/)

Put Right. (a) If, at any time prior to In the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to event of the death or Disability of a Management Holder prior to an IPO, such Management InvestorHolder (or his Permitted Management Holder Transferee, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor including his beneficiary or estate, as applicable)) shall have the option right, but not the obligation, to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members Company all (but not less than all) of the Family Group Call Eligible Stock owned by that Management Holder (or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable), immediately prior to (and, if applicable, with respect to Common Stock acquired upon exercise of such Management InvestorCommon Stock Equivalents following the management Holder’s death or Disability, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of after) his or their election her death or Disability (including the number of Securities “Put Right” and such Common Stock subject to be soldthe Put Right, the “Put Eligible Stock”) for a cash amount equal to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be the Fair Market Value on of such Put Eligible Stock at the date time of termination delivery of employmenta Redemption Notice (as defined below). (b) IfIf the Management Holder or his Permitted Management Holder Transferee, at any time prior including his beneficiary or estate, as applicable, desires to exercise the Put Right, the Management Holder or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable, shall deliver written notice thereof (which shall indicate the amount of Put Eligible Stock to be sold) (the “Put Notice”) to the Lapse DateCompany no later than (x) one hundred and eighty (180) days following the Management Holder’s death or Disability with respect to Put Eligible Stock that is Common Stock owned by such Management Holder or Permitted Management Holder Transferee (including such beneficiary or estate, as applicable) as of such death or Disability, and (y) with respect to Option Stock received by such Management Holder or Permitted Management Holder Transferees (including such beneficiary or estate, as applicable) in connection with a Senior Management Investor's employment post-termination exercise in accordance with the Option Plan, one hundred and eighty (180) days following such receipt of such Option Stock. The Management Holder or his Permitted Management Holder Transferee (including his beneficiary or estate, as applicable), shall deliver to the Company certificates representing the shares of Put Eligible Stock, free and its Subsidiaries is terminated clear of all claims, liens, or encumbrances (other than those arising under this Agreement), together with blank stock powers, duly executed by the applicable employer without Cause management Holder or by his Permitted Management Holder Transferee (including such Senior Management Investor with Good Reason, then within 180 days beneficiary or an authorized representative of the employment termination date such Senior Management Investor shall have the option to sell to SheridanHolder’s estate, and Sheridan shall be obligated to purchaseas applicable), on one occasion from such Senior Management Investor with all signature guarantees at a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place closing at the principal office of Sheridan on or prior the Company which shall be no later than the thirtieth (30th) day after delivery of the Put Notice to the sixtieth day after Company. The proceeds from the giving sale of the Put Eligible Stock pursuant to the Put Right shall be paid in immediately available funds by wire transfer, which shall be delivered to the Management Holder (or his Permitted Management Holder Transferee, including his beneficiary or estate, as applicable), at the closing of such purchase. The Company may choose to have a designee purchase any Put Eligible Stock to be purchased by it under this Section 9, in which case, all references to the Company in this Section 9 shall refer to such designee as the context requires, provided that if such designee shall be a GSCP Party, the P2 Parties may purchase a portion of such Put Eligible Stock in an amount equal to the product of (x) a fraction, the numerator of which is the number of Equity Securities held by the P2 Parties as of the date of the Put Notice and the denominator of which is the aggregate number of Equity Securities held by the GS Parties and the P2 Parties as of the date of the Put Notice and (y) the amount of Put Eligible Stock indicated in the Put Notice. The Notwithstanding the foregoing, if the Company is not permitted by any Cash Payment Restriction to purchase price for the Purchased Shares included in the Put Notice Eligible Stock as provided above in cash, and if the Company does not choose to have a designee purchase any Put Eligible Stock to be purchased by it under this Section 9, only the portion of the cash payment so prohibited or restricted shall not be paid by delivery made and the Put Right pursuant to which such payment was being made will (subject to the appropriate terms and conditions of the immediately following sentence) be deemed to have been exercised on a deferred basis (except as may be withdrawn by the Management Investor Holder’s Permitted Management Holder Transferee, including his beneficiary or the members of his Family Groupestate, as applicable, upon notice to the Company), with the remainder to be purchased ten (10) days after the applicable Cash Payment Restriction expires or otherwise ceases to exist. To the extent Put Eligible Stock is not purchased by the Company as a result of a certified bank check or checks Cash Payment Restriction in accordance with the foregoing, and the exercise of the applicable Put Right is deferred as described in the appropriate amount payable preceding sentence, the payment and purchase procedure set forth above shall be followed once again at the time such Cash Payment Restriction expires or otherwise ceases to exist, provided that, notwithstanding anything to the order contrary contained in this Agreement, the Fair Market Value of such Management Investor Put Eligible Stock not so purchased shall be the Fair Market value as determined in the original Put Notice; provided further, that if the date on which the Cash Payment Restriction expires or otherwise ceases to exist is later than the members forty-fifth (45th) day after delivery of his Family Groupthe original Put Notice, the Fair Market Value of such Put Eligible Stock not so purchased shall be the Fair Market Value as applicable, unless a Financing Default exists or, after giving effect determined as of the date on which the Cash Payment Restriction expires or otherwise ceases to such payment would exist, which prohibits such cash.

Appears in 1 contract

Samples: Stockholders Agreement (Interline Brands, Inc./De)

Put Right. (a) IfThe Company shall notify each member of the Board in writing at least ten (10) Business Days prior to any Board meeting called to approve a Permitted Material Business Deviation Decision. Such notice shall include a summary of the action to be taken and shall state that such action is a Permitted Material Business Deviation Decision. Copies of such notice shall also be provided to each Investor Member. Any action by written consent circulated to the Board members that contemplates the approval of a Permitted Material Business Deviation Decision shall also include a summary of the action and state clearly that such action is a Permitted Material Business Deviation Decision. (b) For so long as the aggregate Company Percentage Interest of an Investor Member and its Affiliates is equal to or greater than nine and nine-tenths percent (9.9%), if an action constituting a Permitted Material Business Deviation Decision either (i) is taken without having been previously approved by the Board or (ii) is approved by the Board but at least one New Investor Designee of such Investor Member did not affirmatively vote in favor of such Permitted Material Business Deviation Decision, then such Investor Member shall be a Put Right Member and the earlier of (i) the taking of such Permitted Material Business Deviation Decision and (ii) the approval of such Permitted Material Business Deviation Decision shall constitute a “Put Triggering Event.” The Company shall notify each Investor Member with a Company Percentage Interest equal to or greater than nine and nine-tenths percent (9.9%) promptly (and in any event within ten (10) Business Days) of the Company becoming aware of a Put Triggering Event, which notice shall include the facts and circumstances giving rise to such Put Triggering Event in reasonable detail and, if the occurrence of such Put Triggering Event was inadvertent, the Company shall so state in such notice (a “Put Triggering Event Notice”). (c) At any time prior during the one hundred eighty- (180-) day period beginning when a Put Right Member first becomes aware of a Permitted Material Business Deviation Decision, such Put Right Member shall have the right (the “Put Right”), but not the obligation, to deliver one (1) written notice to Cinergy and the Company (a “Put Exercise Notice”) of the Put Right Member’s decision to require Cinergy to purchase all of the Units then held by such Put Right Member and its Affiliates (in each case, the “Put Units”), in accordance with and subject to the Lapse conditions and limitations set forth in this Section 7.3 (such purchase and sale of the Put Units, the “Put Sale”), in which case Cinergy will be required to purchase the Put Units in the Put Sale, in accordance with and subject to the conditions and limitations set forth in this Section 7.3. The date of receipt of such Put Exercise Notice by Cinergy is referred to as the “Put Exercise Date.” Notwithstanding the foregoing, if (a) a Management Investor's employment with Put Triggering Event occurred inadvertently by the Company and the Put Triggering Event Notice so states and (b) no later than the thirtieth (30th) day after the Put Triggering Event has occurred, either (i) the Put Right Member consents in writing to the taking of the applicable Permitted Material Business Deviation Decision or (ii) Cinergy and the Company take reasonable and appropriate steps, to the reasonable satisfaction of the Put Right Member, to rescind any approval of the Permitted Material Business Deviation Decision and to restore the state of the Company and its Subsidiaries is terminated due to the death condition they would have been in had the Permitted Material Business Deviation Decision not occurred without any adverse consequences (economic or Disability otherwise) to the Company or the Put Right Member, then the Put Right Member shall not have a Put Right in respect of such Management InvestorPermitted Material Business Deviation Decision, then within 180 days of the employment termination date such Management Investor and the members of the Family Group any Put Exercise Notice in respect of such Management Investor shall have the option to sell to Sheridan, and Sheridan Permitted Material Business Deviation Decision shall be obligated ineffective. (d) Subject to Section 7.3(f), a Put Exercise Notice shall obligate Cinergy to purchase, on one occasion from such Management Investor and each Put Right Member who has delivered a Put Exercise Notice to sell, the members Put Units for a purchase price equal to the FMV of the Family Group Put Units as of such Management Investorimmediately prior to the Put Triggering Event (the “Valuation Date”), all or any portion without taking into account the Put Triggering Event and assuming closing of the Purchased Shares held by such Management Investor and Put Sale seventy-five (75) days after the members of Put Exercise Date (as may be adjusted in accordance with Section 7.3(d)(iii), the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for Put Price shall be determined between Cinergy, on the one hand, and, on the other hand, each Put Right Member separately from and independent of any other Put Right Member, in each case in accordance with the procedures below: (i) Within twenty-five (25) days following the Put Exercise Date, Cinergy and the Put Right Member shall jointly select a nationally recognized independent valuation firm which has not been engaged by either Cinergy and its Affiliates or the Put Right Member and its Affiliates during the five- (5-) year period prior to the Put Exercise Date (an “Acceptable Valuation Arbiter”) to determine the Put Price; provided that if Cinergy and the Put Right Member are unable to agree on an Acceptable Valuation Arbiter, they shall each select an Acceptable Valuation Arbiter and the two Acceptable Valuation Arbiters shall mutually agree upon a final Acceptable Valuation Arbiter to determine the Put Price. The Acceptable Valuation Arbiter selected in accordance with this Section 7.3(d)(i) is referred to as the “Valuation Arbiter.” (ii) Each of Cinergy and the Put Right Member shall submit their view of the Put Price to the Valuation Arbiter, and each party will receive copies of all information provided to the Valuation Arbiter by the other party. The final Valuation Arbiter’s determination of the Put Price shall be set forth in a detailed written report addressed to the Company and the Put Right Member and such Securities determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of Cinergy and the Put Right Member submitted to the Valuation Arbiter is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Put Price determined by Cinergy or the Put Right Member. Any fees and expenses of the Valuation Arbiter incurred in determining the Put Price pursuant to this Section 7.3(d)(ii) will be Fair Market Value on borne by the date of termination of employmentCompany. (biii) IfThe final Put Price as determined in accordance with Section 7.3(d) shall be adjusted to account for any distributions or capital contributions paid during the period between the Valuation Date and the closing of the Put Sale, at any time prior except to the Lapse Date, a Senior Management Investor's employment with extent such distributions or capital contributions were reflected in the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days determination of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentPrice. (civ) The completion For purposes of the purchase pursuant to this Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash7.3:

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Duke Energy Indiana, LLC)

Put Right. (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days first anniversary of the employment termination date such Management Investor and of this Agreement, eLoyalty has not closed an IPO or the members of the Family Group of such Management Investor shall have the option to sell to SheridanSpin-Off, and Sheridan shall be obligated to purchaseeach Purchaser may, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election to eLoyalty (including the number of Securities to be sold) to Sheridan (a "Put Notice"), elect to sell all of its eLoyalty Shares to eLoyalty at a date specified in the Put Notice, which date shall be not less than 30 nor more than 60 days after the date the Put Notice is delivered to eLoyalty. The Upon delivery of the Put Notice, eLoyalty shall be obligated to purchase from such Purchaser, and such Purchaser shall be obligated to sell to eLoyalty, such eLoyalty Shares on such date at a purchase price of $4 per share for eLoyalty Share as adjusted pursuant to Section 8.4(b) below (the "Put Price"). Following the closing of the purchase of such Securities will be Fair Market Value on Purchaser's eLoyalty Shares, the date Sellers shall have no further liability or obligation whatsoever to such Purchaser under this Agreement or in connection with the sale of termination of employmentShares or otherwise. (b) If, If at any time after the Funding Date and prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days earlier to occur of the employment termination date such Senior Management Investor shall have closing of the option IPO or the Spin-Off, TSC ceases to own a majority of the outstanding eLoyalty shares on a fully diluted basis or eLoyalty enters into an agreement to sell all or substantially all of its assets, each Purchaser may deliver a Put Notice to SheridaneLoyalty. Upon delivery of the Put Notice, and Sheridan eLoyalty shall be obligated to purchase, on one occasion purchase from such Senior Management Investor a number Purchaser, and such Purchaser shall be obligated to sell to eLoyalty, all of Purchased its eLoyalty Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included specified in the Put Notice at the Put Price (which shall in no event be paid by delivery to earlier than the appropriate Management Investor or closing of the members proposed transaction). Following the closing of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order purchase of such Management Investor Purchaser's eLoyalty Shares, the Sellers shall have no further liability or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect obligation whatsoever to such payment would exist, which prohibits such cashPurchaser under this Agreement or in connection with the sale of Shares or otherwise.

Appears in 1 contract

Samples: Common Stock Purchase and Sale Agreement (Eloyalty Corp)

Put Right. (a) If, at any time prior to If the Lapse Date, a Management Investor's employment with Purchaser has not consummated its initial public offering of Common Stock on or before the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days one (1) year anniversary of the employment termination date such Management Investor and of this Agreement (the members "Anniversary Date"), each Holder of the Family Group of such Management Investor Registrable Securities shall have the option right (the "Put Right") to sell require the Company to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, purchase all or any portion of the Purchased Shares (but not less than all) Registrable Securities then held by such Management Investor and Holder at a price of $____ per share (the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticePurchase Price"). The purchase price per share Purchase Price shall be adjusted appropriately to reflect changes in the number of Registrable Securities as a result of the anti-dilution provisions in the Merger Agreement, as well as for stock splits, dividends and other similar transactions with respect to the Registrable Securities. Any holder who desires to exercise his Put Right shall deliver to the Company within ten (10) business days after the Anniversary Date written notice of the exercise of such right and a statement certifying the number of Registrable Securities will be Fair Market Value on then owned by such Holder (the date of termination of employment"Exercise Notice"). (b) IfProvided the Holder exercises his Put Right in accordance with Section 11(a) above, the Company shall set a date for purchase which date must be within sixty (60) days after the receipt by the Company of notice of exercise of the Put Right. On such purchase date, upon the receipt of documentation from the Holder reasonably satisfactory to the Company, including properly executed stock powers and written representations and warranties from such Holder regarding (1) such Holder's ownership, free of all liens and encumbrances, of the Registrable Securities subject to the Put Right, (2) his capacity and authority to sell the Registrable Securities and (3) other representations and warranties substantially similar to those set forth in Article 6 of the Merger Agreement, as appropriate, the Company shall pay to each Holder who exercises his Put Right the aggregate Purchase Price to which such Holder is entitled in exchange for such Holder's Registrable Securities. Such amount shall be payable, at any time the option of the Company, either in cash or in shares of common stock of The InterCept Group, Inc. ("InterCept"). In the event such payment is made by the Company in shares of InterCept, the number of shares of InterCept common stock to be delivered by the Company to each Holder shall equal (i) the aggregate Purchase Price attributable to the Registrable Securities held by the Holder divided by (ii) the average closing price of InterCept's common stock as reported on the Nasdaq National Market for the five (5) consecutive trading days ending at the end of the second business day prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days date of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage issuance of such Purchased Shares will be Fair Market Value on shares, rounded to the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentnearest whole share amount. (c) The completion In no event shall the Put Right provided to the Holders pursuant to this Section 11 be exercisable if the exercise of such rights would adversely affect any transaction being contemplated by the Company that is intended to be accounted for as a pooling of interest at the time the Put Right becomes exercisable; provided, however, that any Put Rights so affected by a pooling ----------------- transaction shall become exercisable in accordance with this Section 11 upon the cessation of the purchase pursuant restrictions imposed by such pooling transaction. The Company shall notify the Holders of such cessation of pooling restrictions and provide them no less than ten (10) business days to Section 3.14 exercise the Put Right. (ad) shall take place at the principal office of Sheridan on or prior The Purchaser agrees to execute and deliver to the sixtieth day Holders all financing statements and other security documents necessary to perfect the Holders' security interest within a reasonable period of time after Closing of the giving transactions contemplated in the Merger Agreement. Upon expiration of the Put NoticeRight described above, the Holders agree to execute and deliver to Purchaser such release documents and termination statements as necessary to terminate the security interests within a reasonable period of time after Purchaser delivers a written request for such documents and agreements to the Holders. The purchase price for the Purchased Shares included security interests granted herein are intended to be prior in right to all other security interests in the Put Notice shall Assets except for (1) purchase money security interests granted or incurred in the ordinary course of the Company's business (2) the security interest granted to First Union pursuant to a Loan and Security Agreement dated April 28, 1998 between the Company, its subsidiaries and First Union, as amended, restated and modified, which security interest will at all times be paid by delivery superior to the appropriate Management Investor Holders' security interest notwithstanding the time or the members filing of his Family Groupany financing statement related thereto, and (3) Liens (as applicable, of a certified bank check or checks defined in the appropriate amount payable to Merger Agreement) on the order of such Management Investor or Assets as described in the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashMerger Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Netzee Inc)

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, a Management Investor's employment with all Holders of Notes will, subject to this Section, have the right (the "Put Right") to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Notes, on one occasion from such Management Investor the Purchase Contract Settlement Date, at a price per Note equal to $25 plus accrued and unpaid interest to but excluding the members of Purchase Contract Settlement Date (the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticePrice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of Holders of Notes that are part of Corporate Units will be deemed automatically exercised at 11:00 a.m., at any time New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, unless such Holders (1) prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 11:00 a.m. on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Securities Intermediary for deposit in the Collateral Account the amount necessary to settle the related Purchase Contract, in each case pursuant to and in accordance with the Purchase Contract Agreement. Unless a Holder of a Corporate Unit has settled the related Purchase Contract with separate cash on or prior to the Lapse Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investorportion of the proceeds of the Put Right to the Company in full satisfaction of such Holder's employment obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder of a Corporate Unit. If the Company shall fail to pay the Put Price on the Purchase Contract Settlement Date in accordance with the foregoing, the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated deemed to purchase, on one occasion from such Senior Management Investor have netted its obligation to pay the Put Price against the obligation of a number Holder of Purchased Shares held by such Senior Management Investor a Note that is a component of a Corporate Unit to pay the aggregate purchase price for which Purchase Price under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor related Purchase Contract on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Teekay Shipping Corp)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series 2019B Notes will, subject to this Section 905, have the right (the “Put Right”) to require the Company to purchase such Series 2019B Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series 2019B Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series 2019B Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit C hereto (or, in the case of Global Securities, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has 39741868 exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series 2019B Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent and the Trustee of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series 2019B Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Southern Co)

Put Right. (a) IfSubject to the terms of this Section 5.01, at any time prior to from January 17, 2023 until ending on February 17, 2023, the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor GEG Common Stockholder shall have the option right (the “Put Right”), but not the obligation, to sell cause the Company to Sheridanpurchase all, and Sheridan shall be obligated to purchasebut not less than all, on one occasion from such Management Investor and the members of the Family Group shares of such Management Investor, all or any portion of Common Stock owned by the Purchased Shares held by such Management Investor and GEG Common Stockholder (the members of “Put Shares”) at the Family Group of such Management Investor by providing written notice of his or their election Put Purchase Price (including the number of Securities to be sold) to Sheridan (a "Put Notice"as defined below). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfIf the GEG Common Stockholder desires to exercise the Put Right, at any time prior the GEG Common Stockholder shall deliver to the Lapse DateCompany a written, a Senior Management Investor's employment with unconditional and irrevocable notice (the “Put Exercise Notice”) exercising the Put Right. By delivering the Put Exercise Notice, the GEG Common Stockholder represents and warrants to the Company that (i) the GEG Common Stockholder has full right, title, and its Subsidiaries is terminated by interest in and to the applicable employer without Cause or by such Senior Management Investor with Good ReasonPut Shares, then within 180 days of (ii) the employment termination date such Senior Management Investor shall have GEG Common Stockholder has all the option necessary power and authority and has taken all necessary action to sell to Sheridansuch Put Shares as contemplated by this Section 5.01, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (Aiii) the Applicable Percentage Put Shares are free and clear of such Purchased Shares will be Fair Market Value on any and all Liens other than those arising as a result of or under the date terms of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentthis Agreement. (c) The completion closing of the purchase sale of the Put Shares pursuant to this Section 3.14 (a) 5.01 shall take place at no later than five Business Days following the principal office of Sheridan on or prior to the sixtieth day after the giving final determination of the Put NoticePurchase Price (or such other date as agreed upon between the Company and the GEG Common Stockholder). The Company shall give the GEG Common Stockholder at least two Business Days written notice of the date of the closing (the “Put Right Closing Date”). (d) The aggregate purchase price for the Purchased Put Shares included in pursuant to which the GEG Common Stockholder shall sell, and at which price the Company shall be required to purchase, the Put Notice Shares (the “Put Purchase Price”) shall be equal to (i) the Fair Market Value of a share of Common Stock as determined in accordance with Section 5.03 and (ii) the number of Put Shares. The Company will pay the Put Purchase Price by wire transfer of immediately available funds on the Put Right Closing Date. Until the Promissory Note has been paid in full, the Put Purchase Price shall be applied by the Company to the outstanding balance under the Promissory Note, and any amount of the Put Purchase Price in excess thereof shall be paid by delivery to the appropriate Management Investor GEG Common Stockholder. If necessary to fund the Put Purchase Price, the JPM Preferred Stockholder or its Affiliate shall provide the members Company with short term arms-length financing on terms and conditions to be negotiated in good faith between the Company and the JPM Preferred Stockholder or its Affiliate. (e) The Company and the GEG Common Stockholder shall each take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 5.01, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. (f) At the closing of his Family Groupany sale and purchase pursuant to this Section 5.01, as applicablethe GEG Common Stockholder shall deliver to the Company a certificate or certificates representing the Put Shares to be sold (if any), of a certified bank check or checks accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary. (g) Notwithstanding anything herein to the contrary, in the appropriate amount payable event that the Board approves any filing by the Company under any Bankruptcy, insolvency or similar law, the Put Right shall immediately and automatically accelerate and be deemed to have been exercised by the order GEG Common Stockholder for all purposes of this Section 5.01, without regard to (i) any time limitations on the exercise of such Management Investor or the members of his Family Group, as applicable, unless Put Right and (ii) any requirement to deliver a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashPut Exercise Notice.

Appears in 1 contract

Samples: Stockholders Agreement (Great Elm Group, Inc.)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A Notes will, subject to this Section 9.5, have the right (the “Put Right”) to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depositary), together with such Holder’s Separate Notes, to the Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 1 contract

Samples: First Supplemental Indenture (Laclede Group Inc)

Put Right. (a) Upon the occurrence of both a Designated Event and a Rating Decline, each holder of Debentures may require the Corporation to purchase, on the Repayment Date all or any portion of its Debentures at a price equal to the Put Price in effect on the 30th day preceding the Repayment Date, together with accrued interest to the Repayment Date. If, at prior to the 30th day preceding a Repayment Date, a Rating Recovery shall occur, the holders of the Debentures shall no longer have the right to require the Corporation to purchase their Debentures on such Repayment Date. At any time prior to the Lapse 90th day following a Rating Decline Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Corporation shall have the option right to sell increase the interest rate borne by the Debentures and shall notify the Debentureholders of such increased rate. Following the giving of each notice each Debentureholder shall have the right to Sheridan, and Sheridan shall be obligated require the Corporation to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management InvestorRepayment Date, all or any portion of its Debentures at a price equal to the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value Price in effect on the date of termination such notice (which Put Price shall be set forth in the notice), together with accrued interest to such Repayment Date. If any holder of employment. (b) IfDebentures does not exercise its right to require the Corporation to so purchase its Debentures, then its Debentures shall bear interest at any time the increased rate set forth in such notice by the Corporation, as and from the Rating Decline Date, unless the Corporation has exercised its right set forth in the paragraph below. If 90% or more in aggregate principal amount of the Debentures outstanding on the 30th day preceding a Repayment Date have been tendered for purchase on such Repayment Date, the Corporation shall have the right to purchase all of the remaining Debentures at such date at the Put Price, together with accrued interest to such date. Notice of such purchase shall be given to the Trustee prior to the Lapse Date, a Senior Management Investor's employment with the Company said Repayment Date and its Subsidiaries is terminated as soon as possible thereafter by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Trustee to the holders of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentDebentures. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash

Appears in 1 contract

Samples: Trust Indenture (AbitibiBowater Inc.)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A-1 Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series A-1 Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A-1 Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A-1 Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit C hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A-1 Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A-1 Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Dominion Resources Inc /Va/)

Put Right. (a) IfUpon the occurrence of a Put Event, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Officer shall have the option (the "Put Option"), exercisable at any time before the 90th day after the Put Event, to sell to Sheridanthe Company all or part (in each case, and Sheridan shall be obligated subject to purchaseSection 2(e)) of his Continuing Company Shares at a price calculated in accordance with the provisions of Section 2(d); provided, on one occasion from however, that if Officer fails to exercise such Management Investor and the members Put Option (other than with respect to a Put Event described in clause (iii) of the Family Group definition of Put Event) or exercises such Management Investor, Put Option for less than all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election Continuing Company Shares, Officer shall not have the right to require the Company to purchase any shares upon the occurrence of any future Put Event. If Officer exercises the Put Option within the specified period by giving notice (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on ) to the Company of his or her election to do so (the date such notice is given is the "Put Date"), the Company shall be required to purchase all (but, subject to Section 2(e), not less than all) of termination the Continuing Company Shares specified by Officer in the Put Notice (which may include Continuing Company Shares owned by Officer as of employmentthe Put Date and/or Continuing Company Shares to be acquired by the Officer pursuant to option exercises after the Put Date but on or before the Put Closing), such purchase to be effected in the manner, upon the terms and for the consideration set forth hereafter. In the event of Officer's death, Officer's heirs or beneficiaries shall have the right to exercise the Put Option described above. (b) IfThe consummation of any purchase required under this Section 2 shall be held at a "Put Closing", and the time and date upon which the Put Closing shall take place shall constitute the "Put Closing Date". The Put Closing shall be held at any time prior to the Lapse Date, a Senior Management Investor's employment with principal office of the Company on the date designated by Officer in the Put Notice or on such other date as shall be mutually agreed upon in writing by the Company and its Subsidiaries is terminated Officer; provided, however, that the Put Closing Date shall not be more than 30 days (or a period of such additional length as reasonably necessary to complete the additional valuations contemplated in the definition of Net Asset Value) nor less than three days after the delivery of the Put Notice. In addition to providing the Put Closing Date, the Put Notice shall set forth the number of shares to be purchased by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of Company and the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for Purchase Price (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentas defined below). (c) The completion At the Put Closing, Officer shall present to the Company all share certificates or option agreements for Continuing Company Shares required to be purchased, duly endorsed in blank and in proper form for transfer, or with separate stock powers attached, duly endorsed in blank and in proper form for transfer, free and clear of any encumbrances. At the Put Closing, the Company, upon receipt of a conforming tender from Officer, shall tender full payment of the purchase pursuant Purchase Price in immediately available funds by confirmed wire transfer to Section 3.14 a bank account to be designated by Officer (a) shall take place at such designation to occur no later than the principal office of Sheridan on or second business day prior to the sixtieth day after Put Closing Date). (d) The total purchase price (the giving "Purchase Price") for all the shares of Common Stock to be purchased pursuant to this Section 2 shall be equal to the number of shares of Continuing Company Shares held by, or issuable to, Officer which are subject to the Put Closing multiplied by the Price Per Share. The "Price Per Share" shall be equal to the Net Asset Value divided by the Fully- Diluted Outstanding Share Amount, each determined as of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashDate.

Appears in 1 contract

Samples: Officer Severance and Put Right Agreement (Pure Resources Inc)

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse end of the Final Remarketing Period, Holders of Senior Notes will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase such Senior Notes on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Senior Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Senior Note, plus accrued and unpaid interest to, but excluding, the members of Purchase Contract Settlement Date (the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at The Put Right of Holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised in accordance with Section 5.03 of the Purchase Contract and Pledge Agreement unless any time such Holder has settled the related Purchase Contracts with separate cash on or prior to the Lapse DateBusiness Day immediately preceding the Purchase Contract Settlement Date pursuant to the Purchase Contract and Pledge Agreement, a Senior Management Investor's employment with in which case the Company and its Subsidiaries is terminated by the applicable employer without Cause not required to provide notice of Redemption or by such Senior Management Investor with Good Reason, then within 180 days follow any of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which other Redemption procedures outlined under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentArticle III. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Senior Notes, to Section 3.14 (a) shall take place the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the principal office of Sheridan on second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to the sixtieth day after Purchase Contract Settlement Date, the giving Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Senior Notes. (d) Senior Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 1 contract

Samples: First Supplemental Indenture (Autoliv Inc)

Put Right. (a) IfUpon the occurrence of a Change in Control or an Event of Default (as defined in the Purchase Agreement), at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Requisite Holders shall have the option right to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and have the members of the Family Group of such Management Investor, Company purchase all or any portion of the Purchased Shares held Warrant and shares of Conversion Stock then outstanding at a per share purchase price equal to the Fair Market Value; provided, however, that with respect to the Warrant, prior to its exercise, the purchase price will be reduced by such Management Investor and the members of Exercise Price then in effect (the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticePrice"). The purchase price per share for Company shall give all holders of the Warrant or Conversion Stock not less than 90 days prior written notice of any Change in Control. In addition, the Company shall promptly provide to the holders such Securities will information concerning the terms of such Change in Control and the value of the assets of the Company as may reasonably be Fair Market Value on requested by the date of termination of employmentholders in order to assist them in determining whether to make such an election. (b) If, at any time prior to The Requisite Holders may exercise the Lapse Date, a Senior Management Investor's employment with put right under Section 7(a) above by giving the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days written notice of the employment termination date Requisite Holders' intention to exercise the put right. Within 10 days after receipt of such Senior Management Investor written notice, the Company shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess give all other holders of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment Warrant and (B) the remaining portion of such Purchased SharesConversion Stock, if any, written notice of the Company's receipt of such written notice. The Company's notice must specify (i) the date fixed for purchase of the Warrant and Conversion Stock under Section 7(c), (ii) the Put Price, and (iii) the location to which the Warrant and Conversion Stock must be presented and surrendered for purchase. Such other holders of the Warrant or Conversion Stock will then have the right, to be exercised by providing the lower Company a written notice within 10 days after receipt of Cost and Fair Market Value the Company's notice, to require the Company to repurchase all or any portion of such holder's Warrant or Conversion Stock on the date of termination of employmentsame terms as the Requisite Holders. (c) The completion purchase of the Warrant and Conversion Stock pursuant to the put right set forth in Section 7(a) will occur on (i) if a Change in Control is the event giving rise to the put right under Section 7(a), the date on which such Change in Control is consummated (and, notwithstanding anything herein to the contrary, such put right shall be conditioned upon such consummation), or (ii) if an Event of Default is the event giving rise to the put right under Section 7(a), a date selected by the Company that is between 30 and 45 days after receipt of the written notice from the Requisite Holders. (d) On the date of purchase of the Warrant and the Conversion Stock, the Company shall deliver payment, in same-day funds, to each holder in an amount equal to the aggregate Put Price applicable to such holder's Warrant and Conversion Stock being purchased. In the event that the Company defaults in its obligation to deliver all or any portion of the purchase pursuant price, in addition to Section 3.14 (a) shall take place any other rights or remedies of the holder, the unpaid portion of the purchase price will bear interest at the principal office rate of Sheridan on or prior 15% per year, payable monthly in arrears. The Company will, upon request of the Requisite Holders, execute and deliver to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included holders a promissory note in the Put Notice shall be paid by delivery form and substance satisfactory to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of Requisite Holders evidencing such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashobligation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Health Fitness Corp /Mn/)

Put Right. (a) IfSubject to Section 7.04(b) below, at any time if there has not been a Successful Remarketing prior to the Lapse last day of the Final Remarketing Period or a Triggered Early Remarketing Period, as applicable, Holders of Notes will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date or Triggered Early Settlement Date, as applicable, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor applicable Note, plus accrued and the members of the Family Group of such Management Investor shall have the option to sell to Sheridanunpaid interest thereon (including all accrued and unpaid Deferred Interest, if any, and Sheridan shall be obligated to purchaseCompounded Interest thereon, on one occasion from such Management Investor but excluding all accrued but unpaid Deferred Interest, if any, and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities Compounded Interest thereon which is to be sold) to Sheridan (paid in cash, or, in the case of a "Put Notice"). The purchase price per share for such Failed Triggered Early Remarketing, cash or Deferral Securities will be Fair Market Value at the Company’s election on the date of termination of employmentTriggered Early Settlement Date) to, but excluding, the Purchase Contract Settlement Date or Triggered Early Settlement Date, as applicable (the “Put Price”). (b) IfThe Put Right of Holders of Applicable Ownership Interests in Notes that are part of Corporate Units will be deemed to be automatically exercised, at any time prior to the Lapse Datein whole but not in part, a Senior Management Investor's employment in accordance with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Section 5.02 of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, Purchase Contract and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentPledge Agreement. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 the Trustee by such Holder at or prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date or the Triggered Early Settlement Date, as applicable. Such Put Right for a Holder of a Separate Note may be exercised with respect to all or a portion of such Holder’s Separate Notes (a) shall take place at the so long as such portion is an integral multiple of $1,000 principal office of Sheridan on amount). On or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor Purchase Contract Settlement Date or the members of his Family GroupTriggered Early Settlement Date, as applicable, of a certified bank check or checks the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the appropriate amount payable to the order of such Management Investor Purchase Contract Settlement Date or the members of his Family GroupTriggered Early Settlement Date, as applicable, unless the aggregate Put Price of all Separate Notes with respect to which a Financing Default exists orHolder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, after giving effect the Trustee shall then distribute such amount to the Holders of such payment would exist, which prohibits such cashSeparate Notes. (d) Notes purchased pursuant to the Put Right shall be cancelled by the Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Stanley Black & Decker, Inc.)

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Notes and Holders of Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase their Notes, on the Purchase Contract Settlement Date, at a price per Note equal to $1,000 (or $50 per Applicable Ownership Interest in Notes) plus accrued and its Subsidiaries is terminated due unpaid interest to but excluding the death or Disability of such Management InvestorPurchase Contract Settlement Date (the “Put Price”); provided , then within 180 days however, that as of the employment termination date such Management Investor and the members Purchase Contract Settlement Date, Holders of the Family Group Notes that are part of such Management Investor shall have the option a Corporate Unit with respect to sell to Sheridan, and Sheridan which a Put Right has been automatically exercised under clause (b) below shall be obligated deemed to purchase, on one occasion have elected to pay the Purchase Price for the Common Shares to be issued under the related Purchase Contract from such Management Investor and the members of the Family Group of such Management Investor, all or any a portion of the Purchased Shares held by such Management Investor and the members Proceeds of the Family Group Put Right of such Management Investor by providing written notice Notes equal to the Purchase Price in full satisfaction of his or their election (including such Holder’s obligations under the number Purchase Contracts, and any remaining amount of Securities to be sold) to Sheridan (a "the Put Notice"). The purchase price per share for such Securities Price following satisfaction of the related Purchase Contract will be Fair Market Value on the date of termination of employmentpaid to such Holder. (b) If, at any time The Put Right of Holders of Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, a Senior Management Investor's employment provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridanseparate cash, and Sheridan (2) on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for Holders of Separate Notes shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this applied in accordance with Section 3.14(b7.04(c) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentbelow. (c) The completion Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the purchase pursuant form attached as Exhibit B hereto, together with such Holder’s Separate Notes, to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall then distribute such amount to the Holders of such Separate Notes. (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 1 contract

Samples: First Supplemental Indenture (Assured Guaranty LTD)

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the "PUT RIGHT") to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Senior Notes, on one occasion from such Management Investor the Purchase Contract Settlement Date, at a price per Senior Note equal to $25.00 plus accrued and unpaid interest to but excluding the members of Purchase Contract Settlement Date (the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put NoticePUT PRICE"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investor's employment with portion of the Company and its Subsidiaries is terminated by Proceeds of the applicable employer without Cause or by Put Right of such Senior Management Investor with Good ReasonNotes equal to the Purchase Price in full satisfaction of such Holders' obligations under the Purchase Contracts, then within 180 days and any remaining amount of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess Put Price following satisfaction of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares related Purchase Contract will be Fair Market Value on the date of termination of employment and (B) the remaining portion of paid to such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentHolder. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Albertsons Inc /De/)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Series A-2 Notes will, subject to this SECTION 9.5, have the right (the “Put Right”) to require the Company to purchase such Series A-2 Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Series A-2 Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Series A-2 Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit C hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depository), together with such Holder’s Separate Notes, to the Series Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Series Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Series Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Series A-2 Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Series A-2 Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeries Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Dominion Resources Inc /Va/)

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing on or prior to the Lapse Final Remarketing Date, a Management Investor's employment with holders of Senior Notes will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company and its Subsidiaries is terminated due to purchase such Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Senior Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of holders of Applicable Ownership Interests in Senior Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., at any time New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day prior to the Lapse Purchase Contract Settlement Date, a Senior Management Investor's employment with deliver to the Company Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Holders that do not satisfy conditions (1) and its Subsidiaries is terminated by (2) above shall be deemed to have elected to pay the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from the proceeds of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not Put Right in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage full satisfaction of such Purchased Shares will be Fair Market Value on holders’ obligations under the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentPurchase Contracts. (c) The completion Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such holder on or prior to the sixtieth day after second Business Day immediately preceding the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in Trustee shall distribute the Put Notice shall be paid by delivery Price to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Appears in 1 contract

Samples: Second Supplemental Indenture (Cit Group Inc)

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 7.04, have the right (the “Put Right”) to require the Company to purchase their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $1,000 ($50 per Applicable Ownership Interest) plus accrued and its Subsidiaries is terminated due unpaid interest to but excluding the death or Disability of such Management InvestorPurchase Contract Settlement Date (the “Put Price”); provided, then within 180 days however, that as of the employment termination date such Management Investor and the members Purchase Contract Settlement Date, Holders of the Family Group Senior Notes that are part of such Management Investor shall have the option a Corporate Unit with respect to sell to Sheridan, and Sheridan which a Put Right has been automatically exercised under clause (b) below shall be obligated deemed to purchase, on one occasion have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from such Management Investor and the members of the Family Group of such Management Investor, all or any a portion of the Purchased Shares held by such Management Investor and the members Proceeds of the Family Group Put Right of such Management Investor by providing written notice Senior Notes equal to the Purchase Price, less any Deferred Contract Adjustment Payments, in full satisfaction of his or their election (including such Holders’ obligations under the number Purchase Contracts, and any remaining amount of Securities to be sold) to Sheridan (a "the Put Notice"). The purchase price per share for such Securities Price following satisfaction of the related Purchase Contract will be Fair Market Value on the date of termination of employmentpaid to such Holder. (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, a Senior Management Investor's employment provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridanseparate cash, and Sheridan (2) on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for Holders of Separate Senior Notes shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this applied in accordance with Section 3.14(b7.04(c) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentbelow. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Southern Union Co)

Put Right. (ai) If, at Upon any time prior to the Lapse Date, Management Shareholder’s termination as a Management Investor's employment with the Company and its Subsidiaries is terminated due to the result of death or Disability of Disability, such Management Investor, then within 180 days Shareholder (or his or her representative in the case of the employment termination date such Management Investor and the members of the Family Group of such Management Investor death or Disability) shall have the option to sell to Sheridan, (the “Put Right”) and Sheridan if such option is exercised the Company shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of such Terminated Shareholder’s Termination Securities owned on the Purchased Shares held Termination Date (collectively, the “Put Securities”) for a purchase price equal to the Termination Price of the Put Securities. (ii) The Terminated Shareholder (or such Terminated Shareholder’s Permitted Transferees) shall notify the Company in writing, within 60 days of the Termination Date, whether such Terminated Shareholder (or such Permitted Transferee) will exercise its option pursuant to Section 4.04(b)(i) (the date on which the Company is so notified, the “Put Notice Date”). (iii) Any notice delivered pursuant to Section 4.04(b)(ii) shall set forth the date chosen by such Management Investor and Shareholder for the members closing of the Family Group of such Management Investor purchase by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option Put Securities pursuant to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not 4.04(b), which date shall in excess of no event be less than 60 days nor more than 120 days after the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Put Notice Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion closing of the purchase pursuant to Section 3.14 (a) by the Company of Put Securities shall take place at the principal office of Sheridan on or prior to the sixtieth day after Company. At such closing, (A) the giving of Company shall pay the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family GroupTerminated Shareholder and/or such Terminated Shareholder’s Permitted Transferees, as applicable, against delivery of a certified bank check or checks in duly endorsed certificates described below representing such Put Securities, the appropriate amount payable to aggregate Termination Price by wire transfer of immediately available federal funds and (B) the order of Terminated Shareholder and/or such Management Investor or the members of his Family GroupTerminated Shareholder’s Permitted Transferees, as applicable, unless shall deliver to the Company a Financing Default exists orcertificate or certificates representing the Put Securities to be purchased by the Company duly endorsed, after giving effect or with stock powers duly endorsed, for transfer with signature guaranteed, free and clear of any lien or encumbrance, with any necessary stock transfer tax stamps affixed. The delivery of a certificate or certificates for the Put Securities by any Person selling such Put Securities pursuant to this Section 4.05(b) shall be deemed a representation and warranty by such Person that: (1) such Person has full right, title and interest in and to such payment would existPut Securities; (2) such Person has all necessary power and authority and has taken all necessary action to sell such Put Securities as contemplated; (3) such Put Securities are free and clear of any and all liens or encumbrances, which prohibits and (4) there is no adverse claim with respect to such cashPut Securities.

Appears in 1 contract

Samples: Shareholders Agreement (Lantheus MI Intermediate, Inc.)

Put Right. (a) IfSubject to paragraph (b) hereof, at any time if there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchasepurchase their Senior Notes, on one occasion from such Management Investor and the members of the Family Group of such Management InvestorPurchase Contract Settlement Date, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (at a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on Senior Note equal to $25.00 plus accrued and unpaid interest to but excluding the date of termination of employmentPurchase Contract Settlement Date (the “Put Price”). (b) If, at any time The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Lapse second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a Senior Management Investor's employment with portion of the Company and its Subsidiaries is terminated by Proceeds of the applicable employer without Cause or by Put Right of such Senior Management Investor with Good ReasonNotes equal to the Purchase Price in full satisfaction of such Holders’ obligations under the Purchase Contracts, then within 180 days and any remaining amount of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess Put Price following satisfaction of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares related Purchase Contract will be Fair Market Value on the date of termination of employment and (B) the remaining portion of paid to such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment.Holder (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Pmi Group Inc)

Put Right. (a) If, at any time If there has not been a Successful Remarketing prior to the Lapse Purchase Contract Settlement Date, Holders of Separate Senior Notes and Holders of Senior Notes that are a Management Investor's employment with component of Corporate Units will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company to purchase their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $25.00 plus accrued and its Subsidiaries is terminated due unpaid interest to but excluding the death or Disability of such Management InvestorPurchase Contract Settlement Date (the “Put Price”); provided, then within 180 days however, that as of the employment termination date such Management Investor and the members Purchase Contract Settlement Date, Holders of the Family Group Senior Notes that are part of such Management Investor shall have the option a Corporate Unit with respect to sell to Sheridan, and Sheridan which a Put Right has been automatically exercised under clause (b) below shall be obligated deemed to purchase, on one occasion have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from such Management Investor and the members of the Family Group of such Management Investor, all or any a portion of the Purchased Shares held by such Management Investor and the members Proceeds of the Family Group Put Right of such Management Investor by providing written notice Senior Notes equal to the Purchase Price in full satisfaction of his or their election (including such Holders’ obligations under the number Purchase Contracts, and any remaining amount of Securities to be sold) to Sheridan (a "the Put Notice"). The purchase price per share for such Securities Price following satisfaction of the related Purchase Contract will be Fair Market Value on the date of termination of employmentpaid to such Holder. (b) IfThe Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., at any time New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 P.M., New York City time, on or prior to the Lapse Business Day immediately preceding the Purchase Contract Settlement Date, a deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for such Holders of Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan Notes shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this applied in accordance with Section 3.14(b8.05(a) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentabove. (c) The completion Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan Trustee by such Holder on or prior to the sixtieth day after second Business Day prior to the giving Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, the Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Notice. The purchase price for Right, the Purchased Shares included in the Put Notice Trustee shall be paid by delivery then distribute such amount to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order Holders of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSeparate Senior Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Pmi Group Inc)

Put Right. (a) If, at any time If there has not been a Successful Remarketing on or prior to the Lapse last day of the Final Remarketing Period, Holders of Notes will, subject to this Section ‎9.5, have the right (the “Put Right”) to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date, at a Management Investor's employment with the Company and its Subsidiaries is terminated due price per Note to be purchased equal to the death or Disability of such Management Investor, then within 180 days principal amount of the employment termination date such Management Investor and applicable Note (the members of the Family Group of such Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and the members of the Family Group of such Management Investor, all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"Price”). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employment. (b) IfThe Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice substantially in the form attached as Exhibit B hereto (or, in the case of Global Notes, in accordance with applicable procedures of the Depositary), together with such Holder’s Separate Notes, to the Trustee by such Holder at any time or prior to the Lapse Date5:00 p.m., a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchaseNew York City time, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of second Business Day immediately preceding the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Purchase Contract Settlement Date. Such Senior Management Investor shall exercise such put right by providing Put Right for a Put Notice Holder of a Separate Note may be exercised with respect to Sheridan. The purchase price per share for (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining all or a portion of such Purchased SharesHolder’s Separate Notes (so long as such portion is an integral multiple of $1,000 principal amount). Prior to the Purchase Contract Settlement Date, if anythe Company shall deposit with the Trustee immediately available funds in an amount sufficient to pay, will be the lower of Cost and Fair Market Value on the date Purchase Contract Settlement Date, the aggregate Put Price of termination all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such amount to the Holders of employmentsuch Separate Notes. (c) The completion of the purchase pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan If there has not been a Successful Remarketing on or prior to the sixtieth last day after the giving of the Final Remarketing Period, the Put Notice. The purchase price for the Purchased Shares Right of Holders with respect to Notes relating to Applicable Ownership Interests in Notes included in Corporate Units will be deemed to be automatically exercised in accordance with Section 5.02(b) of the Purchase Contract and Pledge Agreement (unless any such Holder has duly notified the Purchase Contract Agent of its intent to effect a Cash Settlement and timely paid the Purchase Price). (d) Notes purchased pursuant to the Put Notice Right shall be paid cancelled by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashTrustee.

Appears in 1 contract

Samples: Supplemental Indenture (Dte Energy Co)

Put Right. (a) IfWith respect to any Shares which the Participant receives upon exercise, at any time prior to a QPO, of the Lapse DateOption (the “LTI Option Shares”), a Management Investor's employment with on the Company and its Subsidiaries is terminated due to first business day immediately following the death or Disability six-month anniversary of the date of exercise of such Management InvestorOption, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Participant shall have or her or his Transferee (as applicable) shall have the option right (the “Put Right”), during the 90-day period following such business day, to sell to Sheridanthe Company (or its designated assignee), and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and upon the members exercise of the Family Group of such Management InvestorPut Right the Company (or its designated assignee) shall purchase from the Participant or Transferee, all or any portion of the Purchased LTI Option Shares held by such Management Investor and the members Employee Shareholder or as of the Family Group date on which the Put Right is exercised at a per LTI Option Share price equal to the Fair Value of such Management Investor by providing written notice an LTI Option Share determined as of his or their election (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on the date of termination of employmentthe Put Right is exercised. (b) If, at any time prior The Participant or Transferee shall exercise the Put Right by delivering to the Lapse Date, Company a Senior Management Investor's employment with written notice (the Company and its Subsidiaries is terminated by the applicable employer without Cause “Put Notice”) specifying his or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option her intent to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased the LTI Option Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess Participant or Transferee and the number of LTI Option Shares to be sold. The Put Right shall be deemed exercised as of the aggregate purchase price paid by date on which the Participant or Transferee delivers such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridanthe Company. Such purchase and sale shall occur on such date as the Company (or its designated assignee) shall specify, which date shall be no later than forty-five (45) days after the end of the fiscal quarter in which the Put Notice is delivered. The purchase price per share Company will use commercially reasonable efforts to make the payment for (A) the Applicable Percentage of such Purchased LTI Option Shares will be Fair Market Value in cash on the date of termination such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of employment the terms or provisions of, or result in a default or event of default under, any Financing Agreement (as defined in the Shareholders’ Agreement), the Company may delay any such payment until such restriction lapses as provided below. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Participant or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Participant or Transferee, within ten (B10) days of the remaining portion delivery of the Delay Notice, to rescind the Put Notice. If the Participant or Transferee does not rescind the Put Notice as provided in the preceding sentence, the Put Notice shall remain outstanding and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such Purchased Sharespurchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Participant or Transferee if any, will be no delay had occurred plus interest for the lower of Cost and Fair Market Value on period from the date of termination of employmenton which the purchase price would have been paid but for the delay in payment provided herein to the date on which such payment is made (the “Delay Period”), calculated at an annual rate equal to the average annual prime rate charged during the Delay Period by a nationally recognized bank designated by the Board plus one (1) percentage point. (c) The completion Notwithstanding anything in this Agreement to the contrary, no Participant or Transferee shall be entitled to the Put Right if, prior to or concurrent with the exercise thereof, such Participant has violated any of the purchase restrictive covenants set forth in the Plan or in any award agreement entered into pursuant to the Plan (including Section 3.14 (a) shall take place at 10 of this Agreement). In the principal office of Sheridan on event that the Participant or prior to the sixtieth day after the giving of Transferee exercises the Put Notice. The Right and, following the date that the Company pays the Participant or Transferee the applicable purchase price for the Purchased LTI Option Shares included in respect of such Put Right, the Participant violates any of the restrictive covenants set forth in the Put Notice shall be paid by delivery Plan or in any award agreement entered into pursuant to the appropriate Management Investor Option Plan (including Section 10 of this Agreement), the Participant or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable Transferee shall pay to the order Company, within ten (10) business days following the date of such Management Investor violation, an amount equal to the amount the Company paid the Participant or Transferee to purchase the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect LTI Option Shares pursuant to such payment would exist, which prohibits such cashthe Put Right.

Appears in 1 contract

Samples: Stock Option Grant Agreement (WP Prism Inc.)

Put Right. If within 120 days after the closing of the transactions contemplated in the Reorganization Agreement (a) Ifthe "CLOSING DATE"), at any time iExalt fails to file a registration statement (that is not later withdrawn by iExalt prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days effectiveness) in which each of the employment termination date such Management Investor and Stockholders were provided the members opportunity to register for resale their respective shares of the Family Group of such Management Investor Registrable Common, any Stockholder shall have the option right to sell put (the "PUT OPTION"), from time to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Management Investor and time during the members of the Family Group of such Management InvestorPut Period (as defined below), all or any portion of the Purchased Shares held Registrable Common owned by such Management Investor and Stockholder, to iExalt (or, in iExalt's sale discretion, any of its affiliates) for the members of purchase in cash by iExalt (or its affiliate, as the Family Group of such Management Investor by providing written notice of his or their election case may be) at the Put Price per share (including the number of Securities to be sold) to Sheridan (a "Put Notice"as defined below). The purchase price per share for such Securities will Put Period shall be Fair Market Value the 60-day period commencing on the 120th day after the closing date of termination of employment. (bthe "CLOSING DATE") If, at any time prior to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have transactions contemplated in the option to sell to Sheridan, and Sheridan Reorganization Agreement. The Put Price shall be obligated to purchase, on one occasion from such Senior Management Investor the average Market Price (as defined below) of a number share of Purchased Shares held by such Senior Management Investor Common Stock during the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on 120-day period after the Closing Date, but in no event less than $1.50 per share or greater than $2.28 per share. Such Senior Management Investor A Stockholder shall exercise such put right the Put Option by providing a delivering written notice to iExalt (the "PUT NOTICE") within the Put Period, after which time the Put Option shall lapse and be of no further force and effect. If the Put Notice to Sheridan. The purchase price per share for (A) is timely given by any Stockholder, the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employment. (c) The completion closing of the purchase pursuant as to Section 3.14 (a) that Shareholder shall take place at the principal office of Sheridan on or prior to the sixtieth day occur within 10 business days after the giving iExalt's receipt of the Put Notice. The At closing, (i) iExalt (or its affiliate, as the case may be) shall pay to the Stockholder(s) the cash purchase price for the Purchased Shares included in Registrable Common with respect to which such Stockholder(s) have exercised the Put Notice Option (the "PUT SHARES") such Stockholder(s) and (ii) the Stockholder(s) shall be paid deliver to iExalt the stock certificates representing the Put Shares duly endorsed for transfer to iExalt (or its affiliate as the case may be) or accompanied by delivery blank stock powers. For purposes of this Section 2(b), "MARKET PRICE" of a share of Common Stock on any given date means (i) the closing sales price of a share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading or (ii) if not so reported, the appropriate Management Investor average of the closing bid and asked prices for a share of Common Stock as quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or (iii) if not quoted on NASDAQ, the average of the closing bid and asked prices for a share of Common Stock as quoted by the National Quotation Bureau's "PINK SHEETS" or the members National Association of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashSecurities Dealers OTC Bulletin Board

Appears in 1 contract

Samples: Registration Rights Agreement (Iexalt Inc)

Put Right. (a) If, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Each Cypress Holder shall have the option right (but not the obligation), subject to the terms and conditions of this Section 6 and of Section 7, to sell to Sheridanin one or more transactions in connection with the termination of the Consulting Agreement (i) by the Company or one of its Subsidiaries without Cause or (ii) by the Xxxxxxx, CIH or Cypress Group for Good Reason, and Sheridan the Company shall be obligated to purchase, on one occasion from purchase (x) all or any shares of Common Stock held by such Management Investor and the members Cypress Holder as of the Family Group termination of such Management Investor, the Consulting Agreement (whether or not acquired upon exercise of the Option) and (y) all or any portion of the Purchased Shares options to purchase Common Stock (including, without limitation, the Option) held by such Management Investor and Cypress Holder that is or becomes vested (collectively, the members of “Vested Options”), in each case at the Family Group of applicable Put Price (as defined below) (the “Put Right”). To exercise the Put Right, such Management Investor by providing Cypress Holder must give written notice of his or their election thereof to the Company (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for Put Notice is irrevocable and must (1) be in writing and signed by such Securities will Cypress Holder, (2) set forth the intent to exercise the Put Right and contain the total number of shares of Common Stock and Vested Options to be Fair Market Value on sold to the date of Company pursuant to the Put Right and (3) be delivered to the Company within 120 days following the termination of employmentthe Consulting Agreement. (b) If, at any time prior The Company shall have no obligation to repurchase shares of Common Stock or Vested Options pursuant to the Lapse Dateexercise of the Put Right unless the repurchase will not violate any loan covenants or other agreements imposed or required by any entity as part of the extension of financing to the Company. If the repurchase of Common Stock or Vested Options pursuant to the Put Right is prohibited by the Company’s financing arrangements, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by shall deliver written notice to the applicable employer without Cause Cypress Holder, upon or by as soon as administratively practicable after the first date on which such Senior Management Investor with Good Reasonrepurchase would not violate the Company’s financing arrangements, then within 180 days of and, in order to exercise the employment termination date Put Right, the such Senior Management Investor shall have the option to sell to SheridanCypress Holder, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing must again deliver a Put Notice to Sheridanthe Company in accordance with Section 6(a), with such Put Right to be exercised within 120 days following the receipt of such notice from the Company. The purchase price per share for Notwithstanding anything to the contrary contained herein, no Cypress Holder shall have a Put Right if (Ai) the Applicable Percentage shares of such Purchased Shares will be Fair Market Value Common Stock or Vested Options are subject to any lien, encumbrance, pledge, or other interest of any third party or have been transferred in violation of applicable law, or the restrictions on the date of termination of employment and transfer contemplated by this Agreement or (Bii) the remaining portion of such Purchased Sharesrepurchase would violate applicable laws, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentregulations or exchange listing rules restricting corporate distributions to stockholders. (c) The completion price to be paid by the Company upon settlement of the purchase pursuant Put Right shall equal (i) with respect to shares of Common Stock, the fair market value (as determined in accordance with Section 3.14 4(e)) of a share of Common Stock as of the date of the closing of the repurchase, and (aii) with respect to Vested Options, the fair market value (as determined in accordance with Section 4(e)) of the shares of Common Stock issuable upon exercise of the Vested Options as determined under this Agreement as of the date of the closing of the repurchase, less the aggregate exercise price of such Vested Options (the price under clause (i) or (ii) above, as applicable, is referred to herein as the “Put Price”). (d) The closing of any repurchase under this Section 6 shall take place be at a date to be specified by the principal office of Sheridan on or prior Company, such date to the sixtieth day be no later than 30 days after the giving date of the applicable Put Notice. The purchase price for the Purchased Shares included in the Put Notice Price shall be paid at the closing in the form of a check, wire transfer of immediately available funds or by delivery cancellation of money purchase indebtedness of the applicable Cypress Holder against surrender by such Cypress Holder of a stock certificate evidencing the shares of Common Stock with duly endorsed stock powers, or such other instrument of transfer or cancellation of such shares and Vested Options as may be reasonably requested by the Company. (e) The Put Right shall terminate to the appropriate Management Investor or the members of his Family Group, as applicable, of extent that it is not exercised prior to a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashQualified Public Offering.

Appears in 1 contract

Samples: Stockholders' Agreement (Rexnord Corp)

Put Right. (ai) If, at any time prior to In the Lapse Date, a event the Management Investor's employment Stockholder’s Employment with the Company and its Subsidiaries is terminated terminates due to the death or Disability of the Management Stockholder, such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Stockholder or his or her Transferee shall have the option right, during the 120-day period following the later to occur of (x) such termination of Employment and (y) the date on which the Management Stockholder or Transferee has held the Shares most recently acquired to be sold pursuant to this Section 3(c) for at least six (6) months, to sell to Sheridanthe Company (or its designated assignee), and Sheridan upon the exercise of such right the Company (or its designated assignee) shall be obligated to purchase, on one occasion purchase from such Management Investor and the members of the Family Group of such Management InvestorStockholder or Transferee, all or any portion of the Purchased Shares held by such Management Investor and the members Stockholder or Transferee as of the Family Group date as of which such right is exercised at a per Share price equal to the Fair Market Value of a Share of Common Stock determined as of the date as of which such right is exercised. The Management Investor Stockholder or Transferee shall exercise such right by providing delivering to the Company a written notice of (the “Put Notice”) specifying his or their election (including her intent to sell Shares held by the Management Stockholder or Transferee, the proposed date as of which such right is to be exercised and the number of Securities Shares to be sold) to Sheridan (a "Put Notice"). The Company (or its designated assignee) and the Stockholder shall agree on the actual date of exercise, which date shall be within thirty (30) days after the delivery of the Put Notice and which shall be the date on which the purchase price per share and sale occurs. The Company will use commercially reasonable efforts to make the payment for such Securities will be Fair Market Value the Shares in cash on the date of termination such purchase and sale; provided that, despite using such efforts, if such payment will result in the violation of employmentthe terms or provisions of, or result in a default or event of default under, a Financing Agreement, the Company may delay any such payment. In the event the payment of the purchase price is delayed as a result of a restriction imposed by a Financing Agreement as provided above, the Company shall notify the Management Stockholder or Transferee as soon as practicable of the need for such a delay (the “Delay Notice”), and shall permit the Management Stockholder or Transferee, within ten (10) days of the delivery of the Delay Notice, to rescind the Put Notice. If the Management Stockholder or Transferee does not rescind the Put Notice as provided in the preceding sentence, the purchase and sale shall occur as provided above and any payment in respect thereof shall be made without the application of further conditions or impediments as soon as practicable after the payment of such purchase price would no longer result in the violation of the terms or provisions of, or result in a default or event of default under, any Financing Agreement, and such payment shall equal the amount that would have been paid to the Management Stockholder or Transferee if no delay had occurred plus interest for the Delay Period, calculated at an annual rate equal to such reasonable rate as may be established by the Board. (bii) If, at any time prior With respect to the Lapse Date, a Senior Management Investor's employment with the Company and its Subsidiaries is terminated by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior the Management Investor Stockholder that are not Investment Shares, in the aggregate event that the Management Stockholder exercises his or her put right under Section 3(c)(i) and, following the date that the Company pays the Management Stockholder the applicable purchase price for which under this Section 3.14(b) is not in excess such Shares, the Management Stockholder violates any of the aggregate purchase price paid by restrictive covenants set forth in the Plan or in any equity award grant agreement under the Plan, the Management Stockholder or the Management Stockholder’s Transferee shall pay to the Company, within ten (10) business days following the date of such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice violation, an amount equal to Sheridan. The purchase price per share for (A) the Applicable Percentage of amount the Company paid the Management Stockholder or Transferee to purchase such Purchased Shares will be Fair Market Value on the date of termination of employment and less (B) the remaining portion of amount the Company would have been required to pay the Management Stockholder or Transferee for such Purchased Shares, Shares if any, will be the lower of Cost and Fair Market Value on Company had purchased the date of termination of employment. (c) The completion of the purchase Shares pursuant to Section 3.14 (a) shall take place at the principal office of Sheridan on or prior to the sixtieth day after the giving of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cash3(b)(ii).

Appears in 1 contract

Samples: Management Stockholders’ Agreement (Axcan Intermediate Holdings Inc.)

Put Right. (a) IfUpon the occurrence of a Put Event, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Officer shall have the option (the "Put Option"), exercisable at any time before the 90th day after the Put Event, to sell to Sheridanthe Company all or part (in each case, and Sheridan shall be obligated subject to purchaseSection 2(e)) of his Continuing Company Shares at a price calculated in accordance with the provisions of Section 2(d); provided, on one occasion from however, that if Officer fails to exercise such Management Investor and the members Put Option (other than with respect to a Put Event described in clause (iii) of the Family Group definition of Put Event) or exercises such Management Investor, Put Option for less than all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election Continuing Company Shares, Officer shall not have the right to require the Company to purchase any shares upon the occurrence of any future Put Event. If Officer exercises the Put Option within the specified period by giving notice (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on ) to the Company of his or her election to do so (the date such notice is given is the "Put Date"), the Company shall be required to purchase all (but, subject to Section 2(e), not less than all) of termination the Continuing Company Shares specified by Officer in the Put Notice (which may include Continuing Company Shares owned by Officer as of employmentthe Put Date and/or Continuing Company Shares to be acquired by the Officer pursuant to option exercises after the Put Date but on or before the Put Closing), such purchase to be effected in the manner, upon the terms and for the consideration set forth hereafter. In the event of Officer's death, Officer's heirs or beneficiaries shall have the right to exercise the Put Option described above. (b) IfThe consummation of any purchase required under this Section 2 shall be held at a "Put Closing", and the time and date upon which the Put Closing shall take place shall constitute the "Put Closing Date". The Put Closing shall be held at any time prior to the Lapse Date, a Senior Management Investor's employment with principal office of the Company on the date designated by Officer in the Put Notice or on such other date as shall be mutually agreed upon in writing by the Company and its Subsidiaries is terminated Officer; provided, however, that the Put Closing Date shall not be more than 30 days (or a period of such additional length as reasonably necessary to complete the additional valuations contemplated in the definition of Net Asset Value) nor less than three days after the delivery of the Put Notice. In addition to providing the Put Closing Date, the Put Notice shall set forth the number of shares to be purchased by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of Company and the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for Purchase Price (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentas defined below). (c) The completion At the Put Closing, Officer shall present to the Company all share certificates for Continuing Company Shares required to be purchased, duly endorsed in blank and in proper form for transfer, or with separate stock powers attached, duly endorsed in blank and in proper form for transfer, free and clear of any encumbrances. At the Put Closing, the Company, upon receipt of a conforming tender from Officer, shall tender full payment of the purchase pursuant Purchase Price in immediately available funds by confirmed wire transfer to Section 3.14 a bank account to be designated by Officer (a) shall take place at such designation to occur no later than the principal office of Sheridan on or second business day prior to the sixtieth day after Put Closing Date). (d) The total purchase price (the giving "Purchase Price") for all the shares of Common Stock to be purchased pursuant to this Section 2 shall be equal to the number of shares of Continuing Company Shares held by, or issuable to, Officer which are subject to the Put Closing multiplied by the Price Per Share. The "Price Per Share" shall be equal to the Net Asset Value divided by the Fully- Diluted Outstanding Share Amount, each determined as of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashDate.

Appears in 1 contract

Samples: Officer Severance and Put Right Agreement (Pure Resources Inc)

Put Right. (a) IfUpon the occurrence of a Put Event, at any time prior to the Lapse Date, a Management Investor's employment with the Company and its Subsidiaries is terminated due to the death or Disability of such Management Investor, then within 180 days of the employment termination date such Management Investor and the members of the Family Group of such Management Investor Executive shall have the option (the "Put Option"), exercisable at any time before the 90th day after the Put Event, to sell to Sheridanthe Company all or part (in each case, and Sheridan shall be obligated subject to purchaseSection 18(e)) of his Continuing Company Shares at a price calculated in accordance with the provisions of Section 18(d); provided, on one occasion from however, that if Executive fails to exercise such Management Investor and the members Put Option (other than with respect to a Put Event described in clause (C) of the Family Group definition of Put Event) or exercises such Management Investor, Put Option for less than all or any portion of the Purchased Shares held by such Management Investor and the members of the Family Group of such Management Investor by providing written notice of his or their election Continuing Company Shares, Executive shall not have the right to require the Company to purchase any shares upon the occurrence of any future Put Event. If Executive exercises the Put Option within the specified period by giving notice (including the number of Securities to be sold) to Sheridan (a "Put Notice"). The purchase price per share for such Securities will be Fair Market Value on ) to the Company of his or her election to do so (the date such notice is given is the "Put Date"), the Company shall be required to purchase all (but, subject to Section 18(e), not less than all) of termination of employmentthe Continuing Company Shares specified by Executive in the Put Notice, such purchase to be effected in the manner, upon the terms and for the consideration set forth hereafter. (b) IfThe consummation of any purchase required under this Section 18 shall be held at a "Put Closing", and the time and date upon which the Put Closing shall take place shall constitute the "Put Closing Date". The Put Closing shall be held at any time prior to the Lapse Date, a Senior Management Investor's employment with principal office of the Company on the date designated by Executive in the Put Notice or on such other date as shall be mutually agreed upon in writing by the Company and its Subsidiaries is terminated Executive; provided, however, that the Put Closing Date shall not be more than 30 days (or a period of such additional length as reasonably necessary to complete the additional valuations contemplated in the definition of Net Asset Value) nor less than three days after the delivery of the Put Notice. In addition to providing the Put Closing Date, the Put Notice shall set forth the number of shares to be purchased by the applicable employer without Cause or by such Senior Management Investor with Good Reason, then within 180 days of Company and the employment termination date such Senior Management Investor shall have the option to sell to Sheridan, and Sheridan shall be obligated to purchase, on one occasion from such Senior Management Investor a number of Purchased Shares held by such Senior Management Investor the aggregate purchase price for which under this Section 3.14(b) is not in excess of the aggregate purchase price paid by such Senior Management Investor on the Closing Date for all Securities purchased by such Senior Management Investor on the Closing Date. Such Senior Management Investor shall exercise such put right by providing a Put Notice to Sheridan. The purchase price per share for Purchase Price (A) the Applicable Percentage of such Purchased Shares will be Fair Market Value on the date of termination of employment and (B) the remaining portion of such Purchased Shares, if any, will be the lower of Cost and Fair Market Value on the date of termination of employmentas defined below). (c) The completion At the Put Closing, Executive shall present to the Company all share certificates or option agreements for Continuing Company Shares required to be purchased, duly endorsed in blank and in proper form for transfer, or with separate stock powers attached, duly endorsed in blank and in proper form for transfer, free and clear of any encumbrances. At the Put Closing, the Company, upon receipt of a conforming tender from Executive, shall tender full payment of the purchase pursuant Purchase Price in immediately available funds by confirmed wire transfer to Section 3.14 a bank account to be designated by Executive (a) shall take place at such designation to occur no later than the principal office of Sheridan on or second business day prior to the sixtieth day after Put Closing Date). (d) The total purchase price (the giving "Purchase Price") for all the shares of Common Stock to be purchased pursuant to this Section 18 shall be equal to the number of shares of Continuing Company Shares held by, or issuable to, Executive which are subject to the Put Closing multiplied by the Price Per Share. The "Price Per Share" shall be equal to the Net Asset Value divided by the Fully- Diluted Outstanding Share Amount, each determined as of the Put Notice. The purchase price for the Purchased Shares included in the Put Notice shall be paid by delivery to the appropriate Management Investor or the members of his Family Group, as applicable, of a certified bank check or checks in the appropriate amount payable to the order of such Management Investor or the members of his Family Group, as applicable, unless a Financing Default exists or, after giving effect to such payment would exist, which prohibits such cashDate.

Appears in 1 contract

Samples: Employment Agreement (Titan Exploration Inc)