Common use of Put Rights Clause in Contracts

Put Rights. (a) Each Equity Plan Member may, in his, her or its sole discretion, elect to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstances: (i) in the event that the Equity Plan Member ceases to be an employee of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member and the Company; (iii) in the event that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise his, her or its right to cause the Company to purchase such Member’s Qualifying Equity Plan Put Units in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paid.

Put Rights. (a) Each Equity Plan Member mayAt any time during the period beginning after occurrence of a Put Event and ending on the fifth (5th) anniversary of the date hereof, in hisnot less than twenty (20) days prior to a Put Event, her or its sole discretion, elect to have the Company purchase all or a portion shall give to the Holder written notice of his, her or its Equity Plan Units that are Vested such Put Event (the “Qualifying Equity Plan Put UnitsEvent Notice”) under the following circumstances: (i) ), which shall set forth in the event that the Equity Plan Member ceases to be an employee reasonable detail a description of the Company, but only transactions expected to the extent permitted by, and subject to, the terms and conditions of result in such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member Put Event and the Company; (iii) in the event that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreementanticipated effective date thereof. (b) If an The Holder may (or, in the case of clause (e) of the definition of “Put Event”, the Holder shall), at any time and from time to time, require the Company to purchase all or any portion of its Equity Plan Member elects to exercise hisInterest (issued or represented by this Warrant, her or including any successor Warrant(s)) by notifying the Company in writing (the “Put Notice”) of its right desire to cause the Company to purchase such Member’s Qualifying repurchase all (or any portion) of its Equity Plan Put Units in accordance with Interest (issued or represented by this Article XIIWarrant, it shall provide written notice thereof including any successor Warrant(s)) (the “Put”) at a price equal to the CompanyPut Price if all of Holder’s Equity Interest (issued or represented by this Warrant, which notice shall include the number of Qualifying Equity Plan Put Units including any successor Warrant(s)) are required to be purchased pursuant to the Put, or, if only a portion of the Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the “Put, an amount equal to the percentage of the total Put Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Plan Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Put, then the Company will pay 50% of the total Put Units”) and Price for such portion of Holder’s Equity Interest). A Put Notice may not be given if the basis on which Company has previously provided the Equity Plan Member is exercising its put rights under Section 12.2(a) aboveHolder with a Call Notice. (c) The fair market value rights of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Holder pursuant to this Section 12.1(c) 4.2 with respect to any Put Event may be waived by the Holder, notwithstanding delivery of a Put Notice, at any time on or prior to the tenth (10th) Business Day after the determination of the Equity Plan Call Unit PricePut Price applicable to such Put Event. (d) The closing Within ten (10) Business Days following the delivery of a Put Notice (or, if applicable, immediately upon consummation of the purchase Put Event if later), the Company shall purchase, and sale the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) specified in the Put Notice at the offices of the Equity Plan Put Units pursuant to this Section 12.2 Holder (the “Equity Plan Put Closing”). (e) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require If the Company shall not have funds legally available in the amount necessary to purchase the Holder's entire Equity Plan Call Units is delivered Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Put has been exercised, then the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Holder has exercised the Put shall be repurchased on a pro rata basis, in accordance with the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) held by the Holder. Any Put not satisfied in full pursuant to the terms of this Section 12.2(b4.2 shall remain an obligation of the Company in accordance with Section 4.2(f) hereof until such time as such satisfaction shall have occurred. The amount equal to the aggregate Put Price attributable to such not satisfied portion of the Put shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). (f) Notwithstanding anything contained in Section 4.2(e) hereof to the contrary, if the Company is unable in accordance with Applicable Law to purchase all of the Warrants and/or Equity Interest underlying same which are the subject of a Put Notice, the Company shall if so requested in writing by the Holder exercising Put rights, (i) purchase in accordance with the Put Notice the maximum number of such put Warrants and/or Equity Interest underlying same which the Company may purchase and (ii) in one or more installments, at the earliest time that the Company may lawfully do so, purchase all remaining put Warrants and/or Equity Interest underlying same and pay interest at the rate of 15% (or the maximum rate of interest permitted by Applicable Law) per annum on the amount of the aggregate Put Price attributable to such remaining Warrants and/or Equity Interest underlying same from the Put Closing to the date on which such amount is paid in full; provided, however, that, to the extent the Company is unable to pay such amount or a portion thereof, such amount or a portion thereof, as applicable, shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). At In the event that, based on the values of the Company's assets and liabilities reflected in the books and records of the Company, it would be unlawful, under applicable state laws, for it to purchase Warrants and/or the Equity Plan Interest underlying same, or pay the Put Price therefor, the Company hereby agrees, if and to the extent permitted by borrowing agreements of the Company then in place and applicable law, to revalue its assets and liabilities based upon their current fair market value, and to take such other action as may be necessary, to cause such purchase to no longer be unlawful. In furtherance of this Section 4.2(f), within three (3) days following the determination of the Put Price, the Company will determine whether or not it will have legally available funds in an amount necessary to purchase all Warrants and/or Equity Interest underlying same at the Put Closing, and shall, within two days thereafter, notify the Holder in writing if such funds shall not be available. (1g) each Equity Plan Member selling Equity Plan At the Put Units Closing, the Holder shall (A) execute and deliver such documents as shall be reasonably requested by to the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liensthe Warrant, encumbrances and interests or rights of other Personsif any, and (2) the Company shall make payment deliver to each Equity Plan Member selling such Equity Plan Put Units in the Holder an amount equal to the Put Price corresponding to the Holder's Warrant and/or Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretionInterest underlying same, by (x) cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account specified designated in writing by such Equity Plan Member the Holder. (h) Subject to the Subordination Agreement and the Senior Loan Documents, the Company shall not enter into any agreement, understanding, or transaction (y) by wire transfer of immediately available funds equal including, without limitation, pursuant to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount any amendment or modification of the balance of such purchase price issued by Organizational Documents) pursuant to which the Company shall be required, or makes a covenant, representation or warranty, to prevent or to impair (contractually or otherwise) the exercise of the Put rights provided for in form and substance satisfactory this Section 4.2 or the obligation of the Company to pay the Put Price. (i) Notwithstanding anything contained herein to the Board) bearing interest at a rate of eight percent (8.0%) per annumcontrary, the principal and interest of which rights set forth in this Section 4.2 shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on subject to the first day terms of the fiscal quarter following the fiscal quarter in which the closing occursPurchase Agreement, and continuing on all of Holder's rights under this Warrant are subject to the first day of each succeeding fiscal quarter until fully paidSubordination Agreement and the Senior Loan Documents.

Put Rights. (a) Each Equity Plan Member mayAt any time during the period beginning after occurrence of a Put Event and ending on the fifth (5th) anniversary of the First Warrant Effective Date, in hisnot less than twenty (20) days prior to a Put Event, her or its sole discretion, elect to have the Company purchase all or a portion shall give to the Holder written notice of his, her or its Equity Plan Units that are Vested such Put Event (the “Qualifying Equity Plan Put UnitsEvent Notice”) under the following circumstances: (i) ), which shall set forth in the event that the Equity Plan Member ceases to be an employee reasonable detail a description of the Company, but only transactions expected to the extent permitted by, and subject to, the terms and conditions of result in such Equity Plan Member’s Award Agreement; (ii) a material breach by the Company of any agreement between the Equity Plan Member Put Event and the Company; (iii) in the event that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III ceases to be associated in any capacity with the Company or any Affiliate of the Company in connection with a change in Control of Radio One; and (iv) as permitted by and in accordance with the terms and conditions of the applicable Award Agreementanticipated effective date thereof. (b) If an The Holder may (or, in the case of clause (e) of the definition of “Put Event”, the Holder shall), at any time and from time to time, require the Company to purchase all or any portion of its Equity Plan Member elects to exercise hisInterest (issued or represented by this Warrant, her or including any successor Warrant(s)) by notifying the Company in writing (the “Put Notice”) of its right desire to cause the Company to purchase such Member’s Qualifying repurchase all (or any portion) of its Equity Plan Put Units in accordance with Interest (issued or represented by this Article XIIWarrant, it shall provide written notice thereof including any successor Warrant(s)) (the “Put”) at a price equal to the CompanyPut Price if all of Holder’s Equity Interest (issued or represented by this Warrant, which notice shall include the number of Qualifying Equity Plan Put Units including any successor Warrant(s)) are required to be purchased pursuant to the Put, or, if only a portion of the Holder’s Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the “Put, an amount equal to the percentage of the total Put Price corresponding to such portion (by way of example, if a 50% portion of the total of Holder’s Equity Plan Interest (issued or represented by this Warrant, including any successor Warrant(s)) is required to be purchased pursuant to the Put, then the Company will pay 50% of the total Put Units”) and Price for such portion of Holder’s Equity Interest). A Put Notice may not be given if the basis on which Company has previously provided the Equity Plan Member is exercising its put rights under Section 12.2(a) aboveHolder with a Call Notice. (c) The fair market value rights of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Holder pursuant to this Section 12.1(c) 4.2 with respect to any Put Event may be waived by the Holder, notwithstanding delivery of a Put Notice, at any time on or prior to the tenth (10th) Business Day after the determination of the Equity Plan Call Unit PricePut Price applicable to such Put Event. (d) The closing Within ten (10) Business Days following the delivery of a Put Notice (or, if applicable, immediately upon consummation of the purchase Put Event if later), the Company shall purchase, and sale the Holder shall sell, the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) specified in the Put Notice at the offices of the Equity Plan Put Units pursuant to this Section 12.2 Holder (the “Equity Plan Put Closing”). (e) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require If the Company shall not have funds legally available in the amount necessary to purchase the Holder's entire Equity Plan Call Units is delivered Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Put has been exercised, then the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) with respect to which the Holder has exercised the Put shall be repurchased on a pro rata basis, in accordance with the Equity Interest (issued or represented by this Warrant, including any successor Warrant(s)) held by the Holder. Any Put not satisfied in full pursuant to the terms of this Section 12.2(b4.2 shall remain an obligation of the Company in accordance with Section 4.2(f) hereof until such time as such satisfaction shall have occurred. The amount equal to the aggregate Put Price attributable to such not satisfied portion of the Put shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). (f) Notwithstanding anything contained in Section 4.2(e) hereof to the contrary, if the Company is unable in accordance with Applicable Law to purchase all of the Warrants and/or Equity Interest underlying same which are the subject of a Put Notice, the Company shall if so requested in writing by the Holder exercising Put rights, (i) purchase in accordance with the Put Notice the maximum number of such put Warrants and/or Equity Interest underlying same which the Company may purchase and (ii) in one or more installments, at the earliest time that the Company may lawfully do so, purchase all remaining put Warrants and/or Equity Interest underlying same and pay interest at the rate of 15% (or the maximum rate of interest permitted by Applicable Law) per annum on the amount of the aggregate Put Price attributable to such remaining Warrants and/or Equity Interest underlying same from the Put Closing to the date on which such amount is paid in full; provided, however, that, to the extent the Company is unable to pay such amount or a portion thereof, such amount or a portion thereof, as applicable, shall be added to the principal of the Note and shall be subject to all terms and conditions and be secured by the collateral as set forth in the Note (the Company shall promptly issue an amended and restated Note with such increased principal amount; all other terms of the Note shall be unchanged). At In the event that, based on the values of the Company's assets and liabilities reflected in the books and records of the Company, it would be unlawful, under applicable state laws, for it to purchase Warrants and/or the Equity Plan Interest underlying same, or pay the Put Price therefor, the Company hereby agrees, if and to the extent permitted by borrowing agreements of the Company then in place and applicable law, to revalue its assets and liabilities based upon their current fair market value, and to take such other action as may be necessary, to cause such purchase to no longer be unlawful. In furtherance of this Section 4.2(f), within three (3) days following the determination of the Put Price, the Company will determine whether or not it will have legally available funds in an amount necessary to purchase all Warrants and/or Equity Interest underlying same at the Put Closing, and shall, within two days thereafter, notify the Holder in writing if such funds shall not be available. (1g) each Equity Plan Member selling Equity Plan At the Put Units Closing, the Holder shall (A) execute and deliver such documents as shall be reasonably requested by to the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liensthe Warrant, encumbrances and interests or rights of other Personsif any, and (2) the Company shall make payment deliver to each Equity Plan Member selling such Equity Plan Put Units in the Holder an amount equal to the Put Price corresponding to the Holder's Warrant and/or Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretionInterest underlying same, by (x) cashier's or certified check of a creditworthy financial institution payable to the Holder or by wire transfer of immediately available funds to an account specified designated in writing by such Equity Plan Member the Holder. (h) Subject to the Subordination Agreement and the Senior Loan Documents, the Company shall not enter into any agreement, understanding, or transaction (y) by wire transfer of immediately available funds equal including, without limitation, pursuant to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount any amendment or modification of the balance of such purchase price issued by Organizational Documents) pursuant to which the Company shall be required, or makes a covenant, representation or warranty, to prevent or to impair (contractually or otherwise) the exercise of the Put rights provided for in form and substance satisfactory this Section 4.2 or the obligation of the Company to pay the Put Price. (i) Notwithstanding anything contained herein to the Board) bearing interest at a rate of eight percent (8.0%) per annumcontrary, the principal and interest of which rights set forth in this Section 4.2 shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on subject to the first day terms of the fiscal quarter following the fiscal quarter in which the closing occursPurchase Agreement, and continuing on all of Holder's rights under this Warrant are subject to the first day of each succeeding fiscal quarter until fully paidSubordination Agreement and the Senior Loan Documents.

Put Rights. (a) Each Equity Plan Member maySubject to Section 2.1(k) and Section 2.2 hereto, if any Person (or group of Persons) proposes to directly or indirectly acquire, and a Shareholder(s) proposes to directly or indirectly Transfer, a number of Shares that, together with any Shares then held by such Person or group of Persons (or Affiliates thereof), exceed 49.9% of the issued and outstanding Common Stock in hisone or more transactions (a “Put Sale” and the Shareholder(s) proposing such Transfer, her or its sole discretiona “Put Seller”), elect as a condition to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstancesSeller effecting such Transfer: (i) in the event that the Equity Plan Member ceases to be an employee Put Seller shall provide each other Shareholder notice of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement;proposed Transfer (“Put Notice”) and offer each other Shareholder the opportunity to participate in such Transfer in accordance with this Section 2.1, and (ii) each other Shareholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 2.1 (each such electing other Shareholder, a material breach “Put Participant”); provided, that the Put Rights contained in this Section 2.1 shall not apply to (1) any Transfer to a Permitted Transferee, (2) any Transfer pursuant to an effective registration statement (including, without limitation, a registration statement on Form S-3 (or any successor thereto)) under the Securities Act, (3) a Drag-Along Sale, (4) increases in holdings by JPMorgan or its Affiliates in connection with Transfers coordinated or effected by them, solely in their capacities as market makers for the Shares, solely for the accounts of third parties, or (5) increases in the ownership percentages of any Shareholder and any of its Affiliates as a result of any non- pro rata repurchase or redemption of Shares by the Company of any agreement between the Equity Plan Member and the Company;in one or more transactions. (iiib) in The Put Notice shall identify the event that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III ceases number of Shares proposed to be associated Transferred in any capacity with such Put Sale including the Company or any Affiliate number of Shares proposed to be sold by the Company in connection with a change in Control of Radio One; and Put Seller (iv) as permitted by “Put Offer”), the consideration for which the Transfer is proposed to be made, and in accordance with the all other material terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise hisPut Offer, her or its right to cause including the Company form of the proposed agreement, if any, and a firm offer by the proposed Transferee to purchase such Member’s Qualifying Equity Plan Put Units Shares from the Shareholders in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above2.1. (c) The fair market value of each Equity Plan Put Unit (such price, the “Equity Plan Put Unit Price”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect to the determination of the Equity Plan Call Unit Price. (d) The closing of the purchase and sale of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days of the date that the notice of the Equity Plan Member’s intent to require the Company to purchase the Equity Plan Call Units is delivered pursuant to Section 12.2(b). At the Equity Plan Put Closing, (1) each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as shall be reasonably requested by the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) by wire transfer of immediately available funds equal to at least twenty percent (20%) of such purchase price and by delivery of a promissory note in the principal amount of the balance of such purchase price issued by the Company (in form and substance satisfactory to the Board) bearing interest at a rate of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on the first day of the fiscal quarter following the fiscal quarter in which the closing occurs, and continuing on the first day of each succeeding fiscal quarter until fully paid.

Put Rights. (a) Each Equity Plan Member maySubject to Section 2.1(k) and Section 2.2 hereto, if any Person (or group of Persons) proposes to directly or indirectly acquire, and a Shareholder(s) proposes to directly or indirectly Transfer, a number of Shares that, together with any Shares then held by such Person or group of Persons (or Affiliates thereof), exceed 49.9% of the issued and outstanding Common Stock in hisone or more transactions (a “Put Sale” and the Shareholder(s) proposing such Transfer, her or its sole discretiona “Put Seller”), elect as a condition to have the Company purchase all or a portion of his, her or its Equity Plan Units that are Vested (the “Qualifying Equity Plan Put Units”) under the following circumstancesSeller effecting such Transfer: (i) in the event that the Equity Plan Member ceases to be an employee Put Seller shall provide each other Shareholder notice of the Company, but only to the extent permitted by, and subject to, the terms and conditions of such Equity Plan Member’s Award Agreement;proposed Transfer (“Put Notice”) and offer each other Shareholder the opportunity to participate in such Transfer in accordance with this Section 2.1, and (ii) each other Shareholder may elect, at its option, to participate in the proposed Transfer in accordance with this Section 2.1 (each such electing other Shareholder, a material breach “Put Participant”); provided, that the Put Rights contained in this Section 2.1 shall not apply to (1) any Transfer to a Permitted Transferee, (2) any Transfer pursuant to an effective registration statement (including, without limitation, a registration statement on Form S-3 (or any successor thereto)) under the Securities Act, (3) a Drag-Along Sale, (4) increases in holdings by JPMorgan or its Affiliates in connection with Transfers coordinated or effected by them, solely in their capacities as market makers for the Shares, solely for the accounts of third parties, or (5) increases in the ownership percentages of any Shareholder and any of its Affiliates as a result of any non- pro rata repurchase or redemption of Shares by the Company of any agreement between the Equity Plan Member and the Company;in one or more transactions. (iiib) in The Put Notice shall identify the event that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III ceases number of Shares proposed to be associated Transferred in any capacity with such Put Sale including the Company or any Affiliate number of Shares proposed to be sold by the Company in connection with a change in Control of Radio One; and Put Seller (iv) as permitted by “Put Offer”), the consideration for which the Transfer is proposed to be made, and in accordance with the all other material terms and conditions of the applicable Award Agreement. (b) If an Equity Plan Member elects to exercise hisPut Offer, her or its right to cause including the Company form of the proposed agreement, if any, and a firm offer by the proposed Transferee to purchase such Member’s Qualifying Equity Plan Put Units Shares from the Shareholders in accordance with this Article XII, it shall provide written notice thereof to the Company, which notice shall include the number of Qualifying Equity Plan Put Units to be purchased (the “Equity Plan Put Units”) and the basis on which the Equity Plan Member is exercising its put rights under Section 12.2(a) above2.1. (c) The fair market value From the date of its receipt of the Put Notice, each Equity Plan Put Unit Participant shall have the right (such pricea “Put Right”), but not the obligation, exercisable by written notice (“Put Response Notice”) given to the Put Seller and the Company within ten (10) Business Days after its receipt of the Put Notice (the “Equity Plan Put Unit PriceNotice Period”) shall be determined in accordance with the procedures described in Section 12.1(c) with respect ), to require, as a condition to the determination proposed Transfer by the Put Seller, that the Put Seller include in the proposed Transfer the number of Shares held by such Put Participant as is specified in the Equity Plan Call Unit PricePut Response Notice. (d) The closing Each Put Response Notice shall include wire transfer instructions for payment of the purchase and sale price for the Shares to be sold in such Put Sale. Each Put Participant that exercises its Put Rights hereunder shall deliver to the Company (or its designated agent), no later than five (5) Business Days prior to the proposed closing date for the Put Sale, the certificate or certificates, if any, representing the Shares of such Put Participant to be included in the Put Sale, together with a limited power-of-attorney authorizing the Put Seller to Transfer such Shares on the terms set forth in the Put Notice or, in the case of Shares held in book-entry form or through direct registration, shall make other delivery arrangements reasonably satisfactory to the Company. Delivery of the Equity Plan Put Units pursuant to this Section 12.2 (the “Equity Plan Put Closing”) Response Notice shall occur on the date as is determined by the Board but, in any event, within one hundred twenty (120) days constitute an irrevocable acceptance of the date Put Offer by such Put Participants; provided that in the event that there is a material change of the Put Offer, the Put Seller shall give written notice of such change to each Put Participant, and each Put Participant shall have the right to revoke its election to participate in the Put Sale by providing written notice to the Company within five (5) Business Days of receiving the notice of the Equity Plan Member’s intent change in terms. (e) If, at the termination of the Put Notice Period, a Shareholder shall not have elected to require participate in the Company Put Sale, such Shareholder shall be deemed to purchase have waived its rights under this Section 2.1 with respect to the Equity Plan Call Units is delivered Transfer of its Shares pursuant to Section 12.2(bsuch Put Sale; provided that in the event that there is a material change to the terms of the Put Offer, the Put Seller shall give written notice of such change to each such Shareholder and each such Shareholder shall have the right to participate in the Put Sale by providing written notice to the Put Seller within ten (10) Business Days after its receipt of the notice of change of terms. (f) The Put Seller shall Transfer, on behalf of itself and any Put Participant, the Shares subject to the Put Offer and elected to be Transferred at the same time and on the same terms and conditions as set forth in the Put Notice within 90 calendar days after the last day of the Put Notice Period (which 90 calendar day period shall be extended if any of the transactions contemplated by the Put Offer are subject to regulatory approval until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than 180 calendar days after the last day of the Put Notice Period). At . (g) Concurrently with the Equity Plan consummation of the Put ClosingSale, (1i) the Put Seller shall notify the Put Participants thereof (including identifying the manner of delivery for any non-cash consideration) and (ii) the total consideration due to each Equity Plan Member selling Equity Plan Put Units shall (A) execute and deliver such documents as Participant shall be reasonably requested by remitted to such party, with the Company and (B) represent and warrant that such Equity Plan Put Units are being transferred free and clear cash portion of liens, encumbrances and interests or rights of other Persons, and (2) the Company shall make payment to each Equity Plan Member selling such Equity Plan Put Units in an amount equal to the Equity Plan Put Unit Price multiplied by the number of Equity Plan Put Units being sold by such Equity Plan Member, such payment to be made, in the Company’s sole discretion, by (x) wire transfer of immediately available funds to an account specified in writing by such Equity Plan Member or (y) purchase price paid by wire transfer of immediately available funds equal to at least twenty percent (20%) in accordance with the wire transfer instructions in the applicable Put Response Notices. Promptly after the consummation of such purchase price and by delivery of a promissory note in Put Sale, the principal amount Put Seller shall furnish such other evidence of the balance completion and the date of completion of such purchase price issued Transfer and the terms thereof as may be reasonably requested by the Company for the benefit of the Put Participants. (in form and substance satisfactory to h) If, at the Board) bearing interest at a rate end of eight percent (8.0%) per annum, the principal and interest of which shall be due and payable in four (4) equal quarterly installments of principal, together with accrued interest, beginning on 90 calendar day period immediately following the first last day of the fiscal quarter following Put Notice Period (or such longer period as extended under Section 2.1(f) hereto), the fiscal quarter in which Put Seller has not completed the closing occurs, Transfer of all such Shares at the same time and continuing on the first day same terms and conditions as set forth in the Put Notice, or such earlier time as the Put Seller has determined not to consummate the Put Sale, (i) the Company (or its designated agent) shall return to each Put Participant, to the extent previously provided, the limited power-of-attorney (and all copies thereof) together with all Shares, including the certificates representing the Shares, if any, that such Put Participant delivered for Transfer pursuant to this Section 2.1 and any other documents executed by the Put Participants in connection with the proposed Put Sale and (ii) the Put Seller shall not conduct any such Transfer of Shares prior to the return to each succeeding fiscal quarter until fully paidPut Participant of all documents referred to in clause (i) and without again complying with this Section 2.1. (i) Notwithstanding anything contained in this Section 2.1, there shall be no liability on the part of the Put Seller to the Put Participants if the Transfer of Shares pursuant to this Section 2.1 is not consummated for any reason. Whether to effect a Transfer of Shares pursuant to this Section 2.1 by the Put Seller, or to terminate any such transaction prior to consummation, is in the sole and absolute discretion of the Put Seller. (j) For purposes of this Article 2, (i) any increase to the price payable in connection with any Put Offer shall be deemed to be a material change only if such increase is more than five percent (5%) and (ii) any decrease to the price payable in connection with any Put Offer shall be deemed to be a material change. (k) The rights and obligations of the parties hereto under this Section 2.1 and Section 2.2 below (i) shall not be applicable if a Drag-Along Right is exercised and consummated in accordance with Section 2.3 and Section 2.4 below and (ii) shall terminate upon the First Public Offering. For the avoidance of doubt, the rights and obligations of the parties hereto under this Section 2.1 and Section 2.2 below shall apply if a Drag-Along Right is exercisable but is not exercised or is withdrawn, or a Drag-Along Sale is otherwise not consummated for any reason.