Common use of Put Right Clause in Contracts

Put Right. Without prejudice to any other rights and remedies available to any Investor, in the event of a Prohibited Transfer, each Investor shall have the right to sell to the Selling Shareholder the type and number of Ordinary Shares equal to the number of Shares such Investor would have been entitled to transfer to the purchaser under Section 5.1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares are to be sold to the Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under this Section 5. (ii) Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to the each such Investor the aggregate purchase price for the Shares to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classes.

Appears in 3 contracts

Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (ChinaCache International Holdings Ltd.), Investors’ Rights Agreement (ChinaCache International Holdings Ltd.)

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Put Right. Without prejudice to any other rights and remedies available to any InvestorNon-Selling Shareholder, in the event of a Prohibited Transfer, each Investor Non-Selling Shareholder shall have the right to sell to the Selling Shareholder the type and number of Class A Ordinary Shares equal to the number of Shares such Investor Non-Selling Shareholder would have been entitled to transfer to the purchaser under Section 5.1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares are to be sold to the Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor Non-Selling Shareholder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such InvestorNon-Selling Shareholder’s rights under this Section 5. (ii) Each Investor Non-Selling Shareholder shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor Non-Selling Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the InvestorNon-Selling Shareholder. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(sNon-Selling Shareholder(s) exercising the option created hereby, pay to the each such Investor Non-Selling Shareholder the aggregate purchase price for the Shares to be sold by such InvestorNon-Selling Shareholder, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the InvestorNon-Selling Shareholder. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor Non-Selling Shareholder shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor Non-Selling Shareholder transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section Sections 4 or 5 or 10.1 11.1 hereof shall be void, and the Company undertakes that it will not effect affect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classesshares.

Appears in 2 contracts

Samples: Shareholder Agreement (ForU Worldwide Inc.), Shareholder Agreement (ForU Worldwide Inc.)

Put Right. Without prejudice to any other rights and remedies available to any InvestorNon-Transferring Party, in the event of a Prohibited Transfer, each Investor of the Non-Transferring Parties shall have the right to sell to the Selling Shareholder Transferring Party the type and number of Ordinary Shares Securities equal to the number of Shares Securities such Investor Non-Transferring Party would have been entitled to transfer to the purchaser under Section 5.1 3.1(c)(i) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares Securities are to be sold to the Selling Shareholder Transferring Party shall be equal to the price per share paid by the purchaser to the Selling Shareholder Transferring Party in the Prohibited Transfer. The Selling Shareholder Transferring Party shall also reimburse each Investor Non-Transferring Party for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such InvestorNon-Transferring Party’s rights under this Section 3 and Section 5. (ii) Each Investor Non-Transferring Party shall, if exercising the option created hereby, deliver to the Selling Shareholder Transferring Party within ninety (90) days after the later of the dates on which the Investor such Non-Transferring Party (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares Securities to be transferred by the Investorsuch Non-Transferring Party. (iii) The Selling Shareholder Transferring Party shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii5.2(ii) above from the Investor(sNon-Transferring Party(ies) exercising the option created hereby, pay to the each such Investor Non-Transferring Party the aggregate purchase price for the Shares Securities to be sold by such InvestorNon-Transferring Party, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i5.2(i), in cash or by other means acceptable to the Investorsuch Non-Transferring Party. (iv) Upon receipt of full payment of the amount due from the Selling ShareholderTransferring Party, the Investor such Non-Transferring Party shall deliver to the Selling Shareholder Transferring Party the Convertible Notes, certificate or certificates representing Shares Securities to be sold, together with a transfer form signed by the Investor transferring such sharesNon-Transferring Party. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classes.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement, Right of First Refusal and Co Sale Agreement (iSoftStone Holdings LTD)

Put Right. Without prejudice to any other rights and remedies available to any Investorthe Investors, in the event of a Prohibited Transfer, each Investor Participant shall have the right to sell to the Selling Shareholder Transferring Holder the type and number of Ordinary Shares equal to the number of Shares such Investor Participant would have been entitled to transfer to the purchaser third-party Transferee under Section 5.1 3 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares are to be sold to the Selling Shareholder Transferring Holder shall be equal to the price per share paid by the purchaser third-party Transferee to the Selling Shareholder Transferring Holder in the Prohibited Transfer. The Selling Shareholder Transferring Holder shall also reimburse each Investor Participant for any and all reasonable fees and expensesexpense, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such InvestorParticipant’s rights under this Section 5Sections 2 and 3. (ii) Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within Within ninety (90) days after the later of the dates date on which the Investor Participant (A) received notice of the Prohibited Transfer Transfer; or (B) otherwise become became aware of the Prohibited Transfer, a notice describing such Participant shall, if exercising its rights under this Section 6, deliver to the type Transferring Holder the certificate or certificates and instruments of transfer properly endorsed for transfer representing the number of Shares to be transferred sold under this Section 6 by the Investorsuch Participant. (iii) The Selling Shareholder Transferring Holder shall, promptly within seven (7) Business Days upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to the each such Investor the aggregate purchase price certificate or certificates and instruments of transfer for the Shares to be sold by such Investora Participant pursuant to this Section 6, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(iSection 6.3(i), in cash or by other means acceptable to the Investor. Participant. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (iv5) Upon receipt of full payment of the amount due from the Selling ShareholderBusiness Days reissue certificates, the Investor shall deliver as applicable, to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, Transferring Holder and the Company undertakes it will not Participant reflecting the new securities held by them giving effect to such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classestransfer.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement, Right of First Refusal and Co Sale Agreement (YY Inc.)

Put Right. Without prejudice (A) Except as otherwise provided herein, if Employee’s employment by the Company is terminated pursuant to any other rights and remedies available to any InvestorSection 5(b), in (c), (e), (f), (g) or (h), then Employee or his estate, as the event of a Prohibited Transfercase may be, each Investor shall have the right (the “Put Right”), for six months following the Date of Termination, (A) to sell to Holdings, and Holdings shall be required to purchase, on one occasion, all or any portion, as specified by Employee or his estate, of the Selling Shareholder shares of Common Stock then held by Employee or his estate, as the type case may be, at the Put Price and number of Ordinary Shares (B) to require Holdings to pay to Employee or his estate, as the case may be, an amount equal to the number of Shares such Investor would have been entitled to transfer Employee Option Excess Price with respect to the purchaser under termination of all or any portion, as specified by Employee, of the outstanding vested Employee Options then held by Employee or his estate, as the case may be. (B) Employee or his estate, as the case may be, shall send written notice to Holdings of his or its intention to exercise the Put Right to sell shares of Common Stock and/or to terminate Employee Options (the “Redemption Notice”). The completion of the purchase shall take place on the tenth day after the actual date of delivery of the Redemption Notice against delivery of certificates or other instruments representing the Common Stock so purchased and appropriate documents canceling the Employee Options so terminated, appropriately endorsed or executed by Employee or his estate, or his or its duly authorized representative. Subject to Section 5.1 hereof had 7(c)(ii)(C), payment of the Prohibited Transfer been effected aggregate Put Price for all Common Stock repurchased pursuant to and in compliance with the terms hereof. Such sale a Redemption Notice shall be made paid within ten (10) days following the determination of Fair Market Value by wire transfer of immediately available funds in the appropriate amount to an account designated by Employee or his estate, as the case may be. Payments with respect to Employee Options as described above shall be paid in substantially equal installments on the first business day of the month over the 180 day period following terms and conditionsthe determination of Fair Market Value by wire transfer of immediately available funds in the appropriate amount to an account designated by Employee or his estate, as the case may be. (C) Notwithstanding anything to the contrary herein, if the Board of Directors of Holdings in good faith determines that the repurchase by Holdings of Common Stock pursuant to a Redemption Notice: (iI) The price per share at which is prohibited by applicable law restricting the Shares are to be sold purchase by a corporation of its own shares; or (II) prior to the Selling Shareholder first to occur of an Initial Public Offering or a Change of Control, would violate or cause a default under any of Holdings’ or any of Holdings’ Subsidiaries’ material debt agreements, indentures and other agreements or instruments evidencing material indebtedness of Holdings or any of its Subsidiaries, as such agreements, indentures and instruments may be amended or modified from time to time in accordance with their terms (collectively, “Financing Documents”) (the events described in (I) and (II) above each constitute a “Repurchase Disability”), then Holdings shall notify Employee in writing (a “Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. Holdings shall thereafter repurchase the Common Stock described in the Redemption Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or Holdings may elect, but shall have no obligation, to cause its nominee to repurchase the Common Stock while any Repurchase Disabilities continue to exist). In the event Holdings or its nominee does not repurchase the Common Stock due to a Repurchase Disability, (1) Holdings shall provide written notice to Employee as soon as practicable after all Repurchase Disabilities cease to exist (the “Reinstatement Notice”); (2) the Fair Market Value shall be equal determined as of the date the Reinstatement Notice is delivered to Employee, which Fair Market Value shall be used to determine the price per share paid by Put Price and (3) the purchaser to completion of the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred repurchase pursuant to the exercise or Redemption Notice shall occur on a date specified by Holdings within 10 days following the attempted exercise determination of such Investor’s rights the Fair Market Value of the Common Stock; provided, however, that the number of shares of Common Stock subject to repurchase under this Section 57(c)(ii) shall be that number of shares of Common Stock held by Employee or his estate, as the case may be, at the effective date of the Redemption Notice in accordance with this Section 7(c)(ii). (ii) Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to the each such Investor the aggregate purchase price for the Shares to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (vD) Notwithstanding the foregoing, any attempt by to the extent that Holdings’ repurchase of Common Stock pursuant to a Selling Shareholder Redemption Notice may be made in part without creating or causing a Repurchase Disability, Holdings shall make such repurchases to transfer any the fullest extent without creating or causing a Repurchase Disability. (E) Notwithstanding anything to the contrary in the Management Stockholders Agreement, if the Company shall exercise the Call Right pursuant to Section 2(c) of the Transfer Shares in violation Management Stockholders Agreement, Employee shall have the Put Right specified herein as if he terminated his employment pursuant to Section 5(g) of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee this Agreement as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series date of the Preferred Shares then outstanding, voting as separate classesChange of Control pursuant to which such Call Right is exercised.

Appears in 2 contracts

Samples: Employment Agreement (Amc Entertainment Inc), Employment Agreement (Amc Entertainment Inc)

Put Right. Without prejudice to any other rights and remedies available to any Investorthe Preferred Holders, in the event of a Prohibited Transfer, each Investor Preferred Holder shall have the right to sell to the Selling Shareholder Transferring Holder the type and number of Ordinary Shares Equity Securities equal to the number of Shares Equity Securities such Investor Preferred Holder would have been entitled to transfer to the purchaser third-party Transferee under Section 5.1 4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (ia) The price per share at which the Shares Equity Securities are to be sold to the Selling Shareholder Transferring Holder shall be equal to the price per share paid by the purchaser third-party Transferee to the Selling Shareholder Transferring Holder in the Prohibited Transfer. The Selling Shareholder Transferring Holder shall also reimburse each Investor Preferred Holder for any and all reasonable fees and expensesexpense, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such InvestorPreferred Holder’s rights under this Section 53 and Section 4. (iib) Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within Within ninety (90) days after the later of the dates date on which the Investor Preferred Holder (Ai) received receives notice of the Prohibited Transfer or (Bii) otherwise become becomes aware of the Prohibited Transfer, a notice describing such Preferred Holder shall, if exercising its rights under this Section 7, deliver to the type Transferring Holder the certificate or certificates and instruments of transfer properly endorsed for transfer representing the number of Shares Equity Securities to be transferred sold under this Section 7 by the Investorsuch Preferred Holder. (iiic) The Selling Shareholder Transferring Holder shall, promptly within seven (7) Business Days upon receipt of the notice described in subsection 5.4(b)(ii) above from certificate or certificates and instruments of transfer for the Investor(s) exercising the option created herebyEquity Securities to be sold by a Preferred Holder pursuant to this Section 7, pay to the each such Investor the aggregate purchase price for the Shares to be sold by such Investor, therefor and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(iSection 7.3(a), in cash or by other means acceptable to the Investor. Preferred Holder. The Company will concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (iv5) Upon receipt of full payment of the amount due from the Selling ShareholderBusiness Days reissue certificates, the Investor shall deliver as applicable, to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, Transferring Holder and the Company undertakes it will not Preferred Holder reflecting the new securities held by them giving effect to such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classestransfer.

Appears in 2 contracts

Samples: Right of First Refusal and Co Sale Agreement (Jupai Holdings LTD), Right of First Refusal and Co Sale Agreement (Jupai Holdings LTD)

Put Right. Without prejudice to any other rights and remedies available to any InvestorNon-Selling Shareholder, in the event of a Prohibited Transfer, each Investor Non-Selling Shareholder shall have the right to sell to the Selling Shareholder the type and number of Ordinary Shares equal to the number of Shares such Investor Non-Selling Shareholder would have been entitled to transfer to the purchaser under Section 5.1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares are to be sold to the Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor Non-Selling Shareholder for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such InvestorNon-Selling Shareholder’s rights under this Section 5. (ii) Each Investor Non-Selling Shareholder shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor Non-Selling Shareholder (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the InvestorNon-Selling Shareholder. (iii) The Selling Shareholder shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(sNon-Selling Shareholder(s) exercising the option created hereby, pay to the each such Investor Non-Selling Shareholder the aggregate purchase price for the Shares to be sold by such InvestorNon-Selling Shareholder, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the InvestorNon-Selling Shareholder. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor Non-Selling Shareholder shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor Non-Selling Shareholder transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect affect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classesMajority.

Appears in 1 contract

Samples: Shareholder Agreement (Yuanbao Inc.)

Put Right. Without prejudice At any time prior to any other rights the Put Expiration Date, from and remedies available to any Investor, in after the event occurrence of a Prohibited TransferPut Trigger Event, each Investor Landlord shall have the right (the “Put Right”) to sell cause Tenant to purchase the Selling Shareholder the type and number of Ordinary Shares equal to the number of Shares such Investor would have been entitled to transfer to the purchaser under Section 5.1 hereof had the Prohibited Transfer been effected pursuant to and Leased Property in compliance accordance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares are to be sold to the Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under this Section 5. 7.5 by delivering a written notice to Tenant and any Permitted Leasehold Mortgagee (iia “Put Notice”) Each Investor shall, if exercising stating that Landlord intends to cause Tenant to purchase the option created hereby, deliver to Leased Property. On the Selling Shareholder within date that is ninety (90) days after following Txxxxx’s receipt of a Put Notice, Tenant shall purchase, and Landlord shall sell, the later of Leased Property from Landlord on an as-is basis and subject to all Encumbrances affecting the dates on which the Investor Leased Property or any portion thereof, except for (i) Encumbrances that (A) received notice did not exist as of the Prohibited Transfer or Commencement Date with respect to the Leased Property, (B) were not disclosed on Schedule A, and (C) were created by, for or at the request of Landlord or otherwise become aware incurred by Landlord, in each case without the consent of the Prohibited Transfer, a notice describing the type and the number of Shares Tenant (not to be transferred unreasonably withheld, conditioned or delayed) (it being understood that any judgment or similar lien with respect to Landlord will be deemed to have been created by the Investor. Landlord unless such lien is caused by a breach by Tenant of any provision of this Lease), but excluding Encumbrances that Landlord granted as required by Legal Requirements (iii) The Selling Shareholder shallprovided that if such Encumbrances that Landlord granted pursuant to Legal Requirements are monetary, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created hereby, pay to the each such Investor the aggregate purchase price for the Shares to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(isuch Encumbrances shall be subtracted from the price to be paid by Tenant for the Leased Property unless Tenant is otherwise responsible for the payment of such amounts pursuant to the terms of this Lease), in cash or by other means acceptable and (ii) any Facility Mortgage, for an amount equal to the Investor. product of (ivi) Upon receipt of full payment 125% (provided that with respect to a Put Notice delivered solely in connection with a failure of the amount due from the Selling ShareholderLandlord Gaming License Condition, the Investor percentage in this clause (i) shall deliver be equal to (100%)) multiplied by (ii) the sum of (A) Two Hundred Million Dollars ($200,000,000) and (B) the amount of any Additional Advances previously disbursed to Tenant pursuant to Section 6.4 above (the “Put Purchase Price”). Any and all closing costs incurred by Landlord in connection with exercising its Put Right pursuant to this Section 7.5, including, without limitation, recording fees, transfer taxes and Landlord’s reasonable attorney’s fees, shall be paid by Tenant at the closing of the transaction contemplated hereunder. If Tenant defaults in its obligation to purchase the Leased Property pursuant to the Selling Shareholder terms set forth in this Section 7.5, it shall be an Event of Default and Landlord shall, in addition to all other rights and remedies at law or in equity, be entitled to compel performance pursuant to an action for specific performance. For the certificate avoidance of doubt, if any Permitted Leasehold Mortgagee agrees to cure any such Event of Default within the time period set forth in this Lease for a Leasehold Mortgagee’s cure of any monetary Event of Default or certificates representing Shares ninety (90) days in the case of a non-monetary Event of Default, then, upon written notice from such Permitted Leasehold Mortgagee to Landlord, such Permitted Leasehold Mortgagee shall have the right (in lieu of Tenant) to acquire the Leased Property from Landlord pursuant to this Section 7.5, provided that the foregoing shall not limit Tenant’s obligation to acquire the Leased Property in accordance with this Section 7.5 if such Permitted Leasehold Mortgagee does not so acquire the Leased Property in accordance herewith. Landlord and Tenant shall perform, execute or deliver or cause to be soldperformed, together with a transfer form signed by executed, or delivered any and all such further acts deeds, instruments, and assurances as may be reasonably required to consummate the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any sale of the Transfer Shares Leased Property in violation of accordance with this Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classes7.5.

Appears in 1 contract

Samples: Ground Lease (Bally's Chicago, Inc.)

Put Right. Without prejudice to any other rights and remedies available to any Investor, in the event of a Prohibited Transfer, each Investor shall have the right to sell to the Selling Shareholder Transferring Party the type and number of Ordinary Shares Common Share Equivalents equal to the number of Shares such (on an as converted basis in the case of Preferred Shares) each Investor would have been entitled to transfer to the purchaser under Section 5.1 3.1(i) or 3.1(ii) hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares Common Share Equivalents are to be sold to the Selling Shareholder Transferring Party shall be equal to the price per share paid by the purchaser to the Selling Shareholder Transferring Party in the Prohibited Transfer. The Selling Shareholder Transferring Party shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, expenses incurred pursuant to the exercise or the attempted exercise of such the Investor’s rights under this Section 3 and Section 5. (ii) Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder Transferring Party within ninety thirty (9030) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Common Shares Equivalents to be transferred by the Investor. (iii) The Selling Shareholder Transferring Party shall, promptly within seven (7) Business Days upon receipt of the notice described in subsection 5.4(b)(ii5.2(ii) above from the Investor(sinvestor(s) exercising the option created hereby, pay to the each such Investor the aggregate purchase price for the Shares Common Share Equivalents to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), subsection 5.2(i) in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling ShareholderTransferring Party, the Investor shall deliver to the Selling Shareholder Transferring Party the certificate or certificates representing Shares Common Share Equivalents to be sold, together with a transfer form signed by the Investor transferring such shares.. Where the Investor delivers Preferred Shares in satisfaction of the aforesaid delivery obligation, the Company shall convert the same to Common Shares concurrent with the actual transfer of such shares to the Transferring Party (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder Restricted Seller to transfer any of the Transfer Shares in violation of Section 4 2 or 5 or 10.1 3 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares Shares without the written consent of the Holders representing more than fifty Investors holding at least sixty-seven percent (5067%) of each series of the Preferred Shares then outstanding, voting as separate classes.Common Share Equivalents held by all Investors

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (HiSoft Technology International LTD)

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Put Right. Without prejudice to any other rights and remedies available to any the Investor, in the event of a Prohibited Transfer, each the Investor shall have the right to sell to the Selling Shareholder the type and number of Ordinary Shares equal to the number of Shares such the Investor would have been entitled to transfer to the purchaser under Section 5.1 5.4 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares are to be sold to the Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transfer. The Selling Shareholder shall also reimburse each the Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such the Investor’s rights under this Section 5. (ii) Each The Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of the such notice described in subsection 5.4(b)(ii) above from the Investor(s) Investor exercising the option created hereby, pay to the each such Investor the aggregate purchase price for the Shares to be sold by such the Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i)above, in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 Sections 5.3 or 5 or 10.1 hereof 5.4 shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classesInvestor.

Appears in 1 contract

Samples: Investor's Rights Agreement (Ninetowns Internet Technology Group Co LTD)

Put Right. Without prejudice to any other rights and remedies available to any Investorthe Investors, in the event of a Prohibited Key Shareholder Transfer, each Investor the Investors shall have the right to sell to the Selling Key Shareholder the type and number of Ordinary Shares equal to the number of Shares such the Investor would have been entitled to transfer to the purchaser under Section 5.1 6.1 hereof had the Prohibited Key Shareholder Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share at which the Shares are to be sold to the Selling Key Shareholder shall be equal to the price per share paid by the purchaser to the Selling Key Shareholder in the Prohibited Key Shareholder Transfer. The Selling Key Shareholder shall also reimburse each the respective Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under this Section 5Sections 5 or 6.1, as the case may be. (ii) Each Investor shall, if exercising the option created hereby, deliver to the Selling Key Shareholder within ninety (90) days after the later of the dates on which the Investor Investors (A) received notice of the Prohibited Key Shareholder Transfer or (B) otherwise become aware of the Prohibited Key Shareholder Transfer, a notice describing the type and the number of Shares to be transferred by the respective Investor. (iii) The Selling Key Shareholder shall, promptly upon receipt of such notice from each of the notice described in subsection 5.4(b)(ii) above from the Investor(s) Investors exercising the option created hereby, pay to the each such respective Investor the aggregate purchase price for the Shares to be sold by such the respective Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i)above, in cash or by other means acceptable to the respective Investor. (iv) Upon receipt of full payment of the amount due from the Selling Key Shareholder, the respective Investor shall deliver to the Selling Key Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the such Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Key Shareholder to transfer any of the Key Shareholder Transfer Shares in violation of Section 4 or 5 or 10.1 hereof Section 6.1 shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classesMajority Investors.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Global Market Group LTD)

Put Right. Without prejudice to any other rights and remedies available to any Investor, in the event of a Prohibited Transfer, each Investor shall have the right to sell to the Selling Shareholder Seller the type and number of Ordinary Shares equal to the number of Shares such Investor would have been entitled to transfer to the purchaser Transfer under Section 5.1 hereof this Agreement had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale shall be made on the following terms and conditions: (i) The price per share (on a deemed converted basis) at which the Shares are to be sold to the Selling Shareholder Seller shall be equal to the price per share paid by the purchaser to the Selling Shareholder Seller in the Prohibited Transfer. The Selling Shareholder Seller shall also reimburse each Investor for any and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Investor’s rights under this Section 5Agreement. (ii) Each Investor shall, if exercising the option right created hereby, deliver to the Selling Shareholder Seller within ninety (90) days after the later of the dates on which the Investor (A) received notice of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder Seller shall, promptly upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option right created hereby, pay to the each such Investor the aggregate purchase price for the Shares to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i)above, in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling ShareholderSeller, the Investor shall deliver to the Selling Shareholder Seller the share certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classes.

Appears in 1 contract

Samples: Right of First Refusal and Co Sale Agreement (Tudou Holdings LTD)

Put Right. Without prejudice If a Seller Transfers any equity securities of the Company in contravention of the Right of Co-Sale under this Agreement (a “Prohibited Transfer”), or if the Proposed Transferee of Offered Shares desires to any other rights and remedies available to any purchase a class, series or type of stock offered by Seller but not held by a Selling Investor, in or the event Proposed Transferee is unwilling to purchase any securities from a Selling Investor, such Selling Investor may, by delivery of written notice to such Seller (a “Put Notice”) within ten (10) days after the later of (i) the Co-Sale Closing and (ii) the date on which such Selling Investor becomes aware of the Prohibited TransferTransfer or the terms thereof, each require such Seller to purchase from such Selling Investor shall have the right to sell to the Selling Shareholder the type and that number of Ordinary Shares shares of Preferred Stock (on an as-converted basis) or Common Stock subject to this Section 5.5 that is equal to the number of Shares such Selling Investor would have been entitled to transfer Transfer to the purchaser under Section 5.1 hereof had Proposed Transferee (the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof“Put Shares”). Such sale shall be made on the following terms and conditions: (i) The price per share at which the Put Shares are to be sold to the Selling Shareholder Seller shall be equal to the price per share paid by the purchaser to that the Selling Shareholder Investor would have received at the Co-Sale Closing of such Prohibited Transfer if such Selling Investor had sold such Put Shares at the Co-Sale Closing. Such purchase price of the Put Shares shall be paid in cash or such other consideration as Seller received in the Prohibited TransferTransfer or at the Co-Sale Closing. The Selling Shareholder Seller shall also reimburse each the Selling Investor for any and all reasonable fees and expenses, including including, but not limited to, legal fees and out-of-pocket expenses, incurred pursuant to the exercise or the attempted exercise of such Selling Investor’s Rights of Co-Sale pursuant to Section 5 or in the exercise of its rights under this Section 55.5 with respect to the Put Shares. (ii) Each The Put Shares to be sold to Seller shall be of the same class or type as Transferred in the Prohibited Transfer or at the Co-Sale Closing if such Selling Investor shallthen owns securities of such class or type. If such Selling Investor does not own any of such class or type, if exercising the Put Shares shall be shares of Common Stock (or Preferred Stock convertible into Common Stock at the option created hereby, deliver of the holder thereof). The closing of such sale to the Selling Shareholder Seller will occur within ninety ten (9010) days after the later date of such Selling Investor’s Put Notice to such Seller. At such closing, the dates on which Selling Investor shall deliver to Seller the Investor (A) received notice of certificate or certificates representing the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Put Shares to be transferred by the Investor. (iii) The Selling Shareholder shallsold, promptly each certificate to be properly endorsed for transfer, and immediately upon receipt of the notice described in subsection 5.4(b)(ii) above from the Investor(s) exercising the option created herebythereof, such Seller shall pay to the each such Investor the aggregate purchase price for the Shares to be sold by such Investortherefor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(iSection 5.5(b)(i), in cash or by other means acceptable to the Investor. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classes.

Appears in 1 contract

Samples: Investor Rights Agreement (Qualys, Inc.)

Put Right. Without prejudice to any other rights and remedies available to any Investor, in (a) In the event of (i) the election of the holder on and after November 10, 2006, (ii) the death of an Actual Taxpayer (as defined in the Tax Protection Agreement) holding directly or indirectly 7.50% Cumulative Redeemable Preferred Units, or (iii) a Prohibited TransferTax Triggering Event (as defined below) with respect to an Actual Taxpayer holding directly or indirectly 7.50% Cumulative Redeemable Preferred Units, each Investor then in any such event such holder of such 7.50% Cumulative Redeemable Preferred Units or such holder's estate or personal representative, as the case may be, may require the Operating Partnership to repurchase such 7.50% Cumulative Redeemable Preferred Units, in accordance with Section 6(b) below, at the Liquidation Preference, plus accrued and unpaid distributions thereon, if any, to and including the repurchase date (the "Repurchase Price"). As used in this Section 6(a), "Tax Triggering Event" means, with respect to any Actual Taxpayer holding directly or indirectly 7.50% Cumulative Redeemable Preferred Units, any transaction by the Operating Partnership (x) involving a Contributed Property and (y) constituting a Taxable Sale. The terms Contributed Property and Taxable Sale shall have the right to sell to meanings specified in the Selling Shareholder Tax Protection Agreement. (b) The Repurchase Price (other than the type portion thereof consisting of accrued and number of Ordinary Shares equal to the number of Shares such Investor would have been entitled to transfer to the purchaser under Section 5.1 hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof. Such sale unpaid distributions, which shall be made on payable in cash) is payable, at the following terms and conditions: option of the Operating Partnership, in any combination of (i) The price per share cash, or (ii) whole Shares valued at which the Current Per Share Market Price as of the date of closing the repurchase; provided, however, that any such Shares are shall be covered by an effective registration statement under the Securities Act, permitting the resale without restriction of such Shares in the public trading market. If the Operating Partnership intends to pay a portion of the Repurchase Price in Shares, the Operating Partnership shall give the affected holders of the 7.50% Cumulative Redeemable Preferred Units written notice specifying the maximum portion of the Repurchase Price to be sold paid in Shares ("Repurchase Payment Notice") within twenty (20) business days after the exercise of the rights described in Section 6(a). Any affected holder of the 7.50% Cumulative Redeemable Units may within fifteen (15) business days of the receipt of the Repurchase Payment Notice, require the Operating Partnership to pay in cash a greater portion of the Repurchase Price than proposed to be paid in cash by the Operating Partnership, up to the Selling Shareholder shall be equal to the price per share paid by the purchaser to the Selling Shareholder in the Prohibited Transferentire Repurchase Price. The Selling Shareholder sending of a Repurchase Payment Notice shall also reimburse each Investor for not be deemed to require the Operating Partnership to pay any portion of the Repurchase Price in Shares and all reasonable fees and expenses, including legal fees and out-of-pocket expenses, incurred pursuant to the exercise or Operating Partnership may pay any portion of the attempted exercise Repurchase Price in cash on the date of such Investor’s rights under this Section 5the closing of the repurchase. (iic) Each Investor shall, if exercising the option created hereby, deliver to the Selling Shareholder The closing of any repurchase contemplated by this Section 6 shall occur within ninety (90) days after the later of the dates on which the Investor (A) received notice exercise of the Prohibited Transfer or (B) otherwise become aware of the Prohibited Transfer, a notice describing the type and the number of Shares to be transferred by the Investor. (iii) The Selling Shareholder shall, promptly upon receipt of the notice right described in subsection 5.4(b)(iiSection 6(a) above from the Investor(s) exercising the option created hereby, pay to the each such Investor the aggregate purchase price for the Shares to be sold by such Investor, and the amount of reimbursable fees and expenses, as specified in subparagraph 5.4(b)(i), in cash or by other means acceptable to the Investorabove. (iv) Upon receipt of full payment of the amount due from the Selling Shareholder, the Investor shall deliver to the Selling Shareholder the certificate or certificates representing Shares to be sold, together with a transfer form signed by the Investor transferring such shares. (v) Notwithstanding the foregoing, any attempt by a Selling Shareholder to transfer any of the Transfer Shares in violation of Section 4 or 5 or 10.1 hereof shall be void, and the Company undertakes it will not effect such a transfer nor will treat any alleged transferee as the holder of such shares without the written consent of the Holders representing more than fifty percent (50%) of each series of the Preferred Shares then outstanding, voting as separate classes.

Appears in 1 contract

Samples: Limited Partnership Agreement (Simon Property Group L P /De/)

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