Put. (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder and the Permitted Transferees of such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause at any time on or after the fifth anniversary of the date hereof, then, at any time within one year after the sixth anniversary hereof, the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereof. The Management Put Option shall be exercised by delivery of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which date the Company shall be required to purchase such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder. (b) If the Management Stockholder and the Permitted Transferees of such Management Stockholder elect to require the Company to purchase Common Stock and any Options of a Management Stockholder and such Permitted Transferees pursuant to a Management Put Option, the purchase price per share of such Common Stock shall be equal to the Fair Market Value thereof, and the purchase price for each Option, if any, shall be equal to the Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date of the Management Put Notice (the "Management Put Price"). (c) At the closing of the purchase of such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder pursuant to the exercise of a Management Put Option, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of the Management Put Price then permitted to be paid in cash by the Company's lenders, with the balance, if any, payable by delivery of a Subordinated Promissory Note described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as to permit payment of the Management Put Price in cash to the maximum extent possible. (a) In the event the Fair Market Value of shares of Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder or issuable under any Options owned by such Management Stockholder shall not be agreed upon by the parties under this Section 4 within 30 days after the mailing of the Management Put or Call Notice, as applicable, then the Fair Market Value of such shares shall be determined by an Appraiser reasonably satisfactory to the parties; PROVIDED, that if the parties cannot so agree, then: (i) the Company shall designate an Appraiser; (ii) the Management Stockholder shall designate an Appraiser, (iii) the two Appraisers shall designate a third Appraiser; and (iv) the third Appraiser shall perform the appraisal. In the event the two Appraisers are unable to promptly designate the third Appraiser, the parties shall then immediately submit the issue of determining such Fair Market Value to binding arbitration before an arbitrator selected from a list of arbitrators practicing in Atlanta, Georgia with any arbitration proceedings in connection therewith to be held in Atlanta, Georgia in accordance with the rules and procedures of the American Arbitration Association applicable to commercial transactions. Any such appraisal or arbitration shall be final and binding on the parties. The cost of such appraisal or arbitration shall be borne equally by the parties to such transaction. (b) Any Subordinated Promissory Note issued pursuant to this Section 4 shall be a Subordinated Promissory Note of the Company which (A) shall be payable in equal annual installments, commencing one (1) year after the date of its issuance and with a final maturity date on the sixth anniversary of the date hereof (provided, however, that if the Subordinated Promissory Note is issued pursuant to the exercise of a Management Put Option, the final maturity date thereof shall be the earliest date permitted by the Company's lenders), (B) shall bear interest at a rate per annum equal to Prime plus two percent (2%), but in no event shall such annual rate exceed twelve percent (12%) per annum or be less than eight percent (8%) per annum and in each case, such interest shall be payable monthly in arrears so long as permitted by the Company's lenders; (C) shall be subordinated in a manner acceptable to the Company's and each Subsidiary's lenders; (D) shall be prepayable at any time without premium or penalty; (E) shall be subject to mandatory prepayment in full without premium or penalty upon the occurrence of a Trigger Event or the earliest date permitted by the Company's lenders; and (F) shall include restrictive covenants identical to those set forth in the promissory notes issued pursuant to the Purchase Agreement. (c) The closing of any purchase and sale of Common Stock and any Options pursuant to this Section 4 shall be held at the principal place of business of the Company on the date specified in the Management Put or Call Notice, or 15 days after the final determination of the Management Put or Call Price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by such Management Stockholder and any Permitted Transferees of such Management Stockholder of certificate(s) representing the purchased shares of Common Stock with stock power(s) duly endorsed for the transfer thereof and appropriate instruments terminating all rights existing under any purchased Options.
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Samples: Stockholders' Agreement (Security Capital Corp/De/)
Put. (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, Optionee may require the Company to purchase from such Management Stockholder and redeem these Warrants or the Permitted Transferees shares of such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, common stock issued upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public Offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of (i) "Fair Market Value" as agreed to by Company and Optionee, or after in the fifth anniversary absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the date hereof, then, at any time within one year after Company determined in accordance with the sixth anniversary hereof, following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the Management Stockholder and the Permitted Transferees earnings of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder before interest, taxes, depreciation and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereofamortization. The Management Put Option shall be exercised by delivery EBITDA utilized for determining the value of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which date the Company shall be required to purchase such shares the greater of Common Stock and any Options owned by such Management Stockholder and (i) EBITDA for the Permitted Transferees last fiscal year immediately preceding the redemption of such Management Stockholder.
the Warrants or shares, or (bii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If the Management Stockholder and the Permitted Transferees of such Management Stockholder elect to require the Company to purchase Common Stock and any Options of a Management Stockholder and such Permitted Transferees pursuant to a Management Put Option, the purchase price per share of such Common Stock shall be equal to the "Fair Market Value thereof, and the purchase price for each Option, if any, shall be equal Value" is to the Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date of the Management Put Notice (the "Management Put Price").
(c) At the closing of the purchase of such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder pursuant to the exercise of a Management Put Option, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of the Management Put Price then permitted to be paid in cash by the Company's lenders, with the balance, if any, payable by delivery of a Subordinated Promissory Note described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as to permit payment of the Management Put Price in cash to the maximum extent possible.
(a) In the event the Fair Market Value of shares of Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder or issuable under any Options owned by such Management Stockholder shall not be agreed upon by the parties under this Section 4 within 30 days after the mailing of the Management Put or Call Notice, as applicable, then the Fair Market Value of such shares shall be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an Appraiser reasonably satisfactory independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the parties; PROVIDEDother that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that if the parties cannot so agree, then: (i) business of the Company is ongoing. The mean of the values determined in each such appraisal shall designate an Appraiser; (ii) the Management Stockholder shall designate an Appraiser, (iii) the two Appraisers shall designate a third Appraiser; and (iv) the third Appraiser shall perform the appraisal. In the event the two Appraisers are unable to promptly designate the third Appraiser, the parties shall then immediately submit the issue of determining such constitute "Fair Market Value to binding arbitration before an arbitrator selected from a list of arbitrators practicing in Atlanta, Georgia with any arbitration proceedings in connection therewith to be held in Atlanta, Georgia in accordance with the rules and procedures of the American Arbitration Association applicable to commercial transactions. Any such appraisal or arbitration shall be final and binding on the partiesValue". The cost of such appraisal or arbitration the appraisals shall be borne equally by the parties to such transaction.
(b) Any Subordinated Promissory Note issued pursuant to this Section 4 Company. No adjustment shall be a Subordinated Promissory Note of made to the Company which (A) shall be payable in equal annual installments, commencing one (1) year after the date of its issuance and with a final maturity date on the sixth anniversary of the date hereof (provided, however, that if the Subordinated Promissory Note is issued price per share determined pursuant to the exercise foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a Management Put Option, minority interest in the final maturity date thereof stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be the earliest date permitted by the Company's lenders), (B) shall bear interest at a rate per annum equal to Prime plus two percent (2%), but made in no event shall such annual rate exceed twelve percent (12%) per annum or be less than eight percent (8%) per annum and in each case, such interest shall be payable monthly in arrears so long as permitted by the Company's lenders; (C) shall be subordinated in a manner acceptable to the Company's and each Subsidiary's lenders; (D) shall be prepayable at any time without premium or penalty; (E) shall be subject to mandatory prepayment in full without premium or penalty upon the occurrence accordance with generally accepted principles of a Trigger Event or the earliest date permitted by the Company's lenders; and (F) shall include restrictive covenants identical to those set forth in the promissory notes issued pursuant to the Purchase Agreementaccounting consistently applied.
(c) The closing of any purchase and sale of Common Stock and any Options pursuant to this Section 4 shall be held at the principal place of business of the Company on the date specified in the Management Put or Call Notice, or 15 days after the final determination of the Management Put or Call Price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by such Management Stockholder and any Permitted Transferees of such Management Stockholder of certificate(s) representing the purchased shares of Common Stock with stock power(s) duly endorsed for the transfer thereof and appropriate instruments terminating all rights existing under any purchased Options.
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Put. (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, Optionee may require the Company to purchase from such Management Stockholder and redeem these Warrants or the Permitted Transferees shares of such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, common stock issued upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999, as amended October 28, 1999, between the parties. The price per share shall be the greater of W "Fair Market Value" as agreed to by Company and Optionee, or after in the fifth anniversary absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the date hereof, then, at any time within one year after Company determined in accordance with the sixth anniversary hereof, following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the Management Stockholder and the Permitted Transferees earnings of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder before interest, taxes, depreciation and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereofamortization. The Management Put Option shall be exercised by delivery EBITDA utilized for determining the value of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which date the Company shall be required to purchase such shares the greater of Common Stock and any Options owned by such Management Stockholder and (i) EBITDA for the Permitted Transferees last fiscal year immediately preceding the redemption of such Management Stockholder.
the Warrants or shares, or (bii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If the Management Stockholder and the Permitted Transferees of such Management Stockholder elect to require the Company to purchase Common Stock and any Options of a Management Stockholder and such Permitted Transferees pursuant to a Management Put Option, the purchase price per share of such Common Stock shall be equal to the "Fair Market Value thereof, and the purchase price for each Option, if any, shall be equal Value" is to the Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date of the Management Put Notice (the "Management Put Price").
(c) At the closing of the purchase of such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder pursuant to the exercise of a Management Put Option, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of the Management Put Price then permitted to be paid in cash by the Company's lenders, with the balance, if any, payable by delivery of a Subordinated Promissory Note described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as to permit payment of the Management Put Price in cash to the maximum extent possible.
(a) In the event the Fair Market Value of shares of Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder or issuable under any Options owned by such Management Stockholder shall not be agreed upon by the parties under this Section 4 within 30 days after the mailing of the Management Put or Call Notice, as applicable, then the Fair Market Value of such shares shall be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an Appraiser reasonably satisfactory independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the parties; PROVIDEDother that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that if the parties cannot so agree, then: (i) business of the Company is ongoing. The mean of the values determined in each such appraisal shall designate an Appraiser; (ii) the Management Stockholder shall designate an Appraiser, (iii) the two Appraisers shall designate a third Appraiser; and (iv) the third Appraiser shall perform the appraisal. In the event the two Appraisers are unable to promptly designate the third Appraiser, the parties shall then immediately submit the issue of determining such constitute "Fair Market Value to binding arbitration before an arbitrator selected from a list of arbitrators practicing in Atlanta, Georgia with any arbitration proceedings in connection therewith to be held in Atlanta, Georgia in accordance with the rules and procedures of the American Arbitration Association applicable to commercial transactions. Any such appraisal or arbitration shall be final and binding on the partiesValue". The cost of such appraisal or arbitration the appraisals shall be borne equally by the parties to such transaction.
(b) Any Subordinated Promissory Note issued pursuant to this Section 4 Company. No adjustment shall be a Subordinated Promissory Note of made to the Company which (A) shall be payable in equal annual installments, commencing one (1) year after the date of its issuance and with a final maturity date on the sixth anniversary of the date hereof (provided, however, that if the Subordinated Promissory Note is issued price per share determined pursuant to the exercise foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a Management Put Option, minority interest in the final maturity date thereof stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be the earliest date permitted by the Company's lenders), (B) shall bear interest at a rate per annum equal to Prime plus two percent (2%), but made in no event shall such annual rate exceed twelve percent (12%) per annum or be less than eight percent (8%) per annum and in each case, such interest shall be payable monthly in arrears so long as permitted by the Company's lenders; (C) shall be subordinated in a manner acceptable to the Company's and each Subsidiary's lenders; (D) shall be prepayable at any time without premium or penalty; (E) shall be subject to mandatory prepayment in full without premium or penalty upon the occurrence accordance with generally accepted principles of a Trigger Event or the earliest date permitted by the Company's lenders; and (F) shall include restrictive covenants identical to those set forth in the promissory notes issued pursuant to the Purchase Agreementaccounting consistently applied.
(c) The closing of any purchase and sale of Common Stock and any Options pursuant to this Section 4 shall be held at the principal place of business of the Company on the date specified in the Management Put or Call Notice, or 15 days after the final determination of the Management Put or Call Price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by such Management Stockholder and any Permitted Transferees of such Management Stockholder of certificate(s) representing the purchased shares of Common Stock with stock power(s) duly endorsed for the transfer thereof and appropriate instruments terminating all rights existing under any purchased Options.
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Put. (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, Optionee may require the Company to purchase from such Management Stockholder and redeem these Warrants or the Permitted Transferees shares of such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, common stock issued upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999 between the parties. The price per share shall be the greater of (i) "Fair Market Value" as agreed to by Company and Optionee, or after in the fifth anniversary absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the date hereof, then, at any time within one year after Company determined in accordance with the sixth anniversary hereof, following formula: Value = (EBITDA + Extraordinary Expense -Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the Management Stockholder and the Permitted Transferees earnings of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder before interest, taxes, depreciation and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereofamortization. The Management Put Option shall be exercised by delivery EBITDA utilized for determining the value of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which date the Company shall be required to purchase such shares the greater of Common Stock and any Options owned by such Management Stockholder and (i) EBITDA for the Permitted Transferees last fiscal year immediately preceding the redemption of such Management Stockholder.
the Warrants or shares, or (bii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If the Management Stockholder and the Permitted Transferees of such Management Stockholder elect to require the Company to purchase Common Stock and any Options of a Management Stockholder and such Permitted Transferees pursuant to a Management Put Option, the purchase price per share of such Common Stock shall be equal to the "Fair Market Value thereof, and the purchase price for each Option, if any, shall be equal Value" is to the Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date of the Management Put Notice (the "Management Put Price").
(c) At the closing of the purchase of such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder pursuant to the exercise of a Management Put Option, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of the Management Put Price then permitted to be paid in cash by the Company's lenders, with the balance, if any, payable by delivery of a Subordinated Promissory Note described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as to permit payment of the Management Put Price in cash to the maximum extent possible.
(a) In the event the Fair Market Value of shares of Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder or issuable under any Options owned by such Management Stockholder shall not be agreed upon by the parties under this Section 4 within 30 days after the mailing of the Management Put or Call Notice, as applicable, then the Fair Market Value of such shares shall be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an Appraiser reasonably satisfactory independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the parties; PROVIDEDother that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that if the parties cannot so agree, then: (i) business of the Company is ongoing. The mean of the values determined in each such appraisal shall designate an Appraiser; (ii) the Management Stockholder shall designate an Appraiser, (iii) the two Appraisers shall designate a third Appraiser; and (iv) the third Appraiser shall perform the appraisal. In the event the two Appraisers are unable to promptly designate the third Appraiser, the parties shall then immediately submit the issue of determining such constitute "Fair Market Value to binding arbitration before an arbitrator selected from a list of arbitrators practicing in Atlanta, Georgia with any arbitration proceedings in connection therewith to be held in Atlanta, Georgia in accordance with the rules and procedures of the American Arbitration Association applicable to commercial transactions. Any such appraisal or arbitration shall be final and binding on the partiesValue". The cost of such appraisal or arbitration the appraisals shall be borne equally by the parties to such transaction.
(b) Any Subordinated Promissory Note issued pursuant to this Section 4 Company. No adjustment shall be a Subordinated Promissory Note of made to the Company which (A) shall be payable in equal annual installments, commencing one (1) year after the date of its issuance and with a final maturity date on the sixth anniversary of the date hereof (provided, however, that if the Subordinated Promissory Note is issued price per share determined pursuant to the exercise foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a Management Put Option, minority interest in the final maturity date thereof stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be the earliest date permitted by the Company's lenders), (B) shall bear interest at a rate per annum equal to Prime plus two percent (2%), but made in no event shall such annual rate exceed twelve percent (12%) per annum or be less than eight percent (8%) per annum and in each case, such interest shall be payable monthly in arrears so long as permitted by the Company's lenders; (C) shall be subordinated in a manner acceptable to the Company's and each Subsidiary's lenders; (D) shall be prepayable at any time without premium or penalty; (E) shall be subject to mandatory prepayment in full without premium or penalty upon the occurrence accordance with generally accepted principles of a Trigger Event or the earliest date permitted by the Company's lenders; and (F) shall include restrictive covenants identical to those set forth in the promissory notes issued pursuant to the Purchase Agreementaccounting consistently applied.
(c) The closing of any purchase and sale of Common Stock and any Options pursuant to this Section 4 shall be held at the principal place of business of the Company on the date specified in the Management Put or Call Notice, or 15 days after the final determination of the Management Put or Call Price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by such Management Stockholder and any Permitted Transferees of such Management Stockholder of certificate(s) representing the purchased shares of Common Stock with stock power(s) duly endorsed for the transfer thereof and appropriate instruments terminating all rights existing under any purchased Options.
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Put. (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, Optionee may require the Company to purchase from such Management Stockholder and redeem these Warrants or the Permitted Transferees shares of such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, common stock issued upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public Offering" as defined in the Registration Rights Agreement dated April 23, 1999 between the parties. The price per share shall be the greater of (i) "Fair Market Value" as agreed to by Company and Optionee, or after in the fifth anniversary absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the date hereof, then, at any time within one year after Company determined in accordance with the sixth anniversary hereof, following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the Management Stockholder and the Permitted Transferees earnings of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder before interest, taxes, depreciation and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereofamortization. The Management Put Option shall be exercised by delivery EBITDA utilized for determining the value of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which date the Company shall be required to purchase such shares the greater of Common Stock and any Options owned by such Management Stockholder and (i) EBITDA for the Permitted Transferees last fiscal year immediately preceding the redemption of such Management Stockholder.
the Warrants or shares, or (bii) one-half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If the Management Stockholder and the Permitted Transferees of such Management Stockholder elect to require the Company to purchase Common Stock and any Options of a Management Stockholder and such Permitted Transferees pursuant to a Management Put Option, the purchase price per share of such Common Stock shall be equal to the "Fair Market Value thereof, and the purchase price for each Option, if any, shall be equal Value" is to the Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date of the Management Put Notice (the "Management Put Price").
(c) At the closing of the purchase of such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder pursuant to the exercise of a Management Put Option, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of the Management Put Price then permitted to be paid in cash by the Company's lenders, with the balance, if any, payable by delivery of a Subordinated Promissory Note described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as to permit payment of the Management Put Price in cash to the maximum extent possible.
(a) In the event the Fair Market Value of shares of Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder or issuable under any Options owned by such Management Stockholder shall not be agreed upon by the parties under this Section 4 within 30 days after the mailing of the Management Put or Call Notice, as applicable, then the Fair Market Value of such shares shall be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an Appraiser reasonably satisfactory independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the parties; PROVIDEDother that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that if the parties cannot so agree, then: (i) business of the Company is ongoing. The mean of the values determined in each such appraisal shall designate an Appraiser; (ii) the Management Stockholder shall designate an Appraiser, (iii) the two Appraisers shall designate a third Appraiser; and (iv) the third Appraiser shall perform the appraisal. In the event the two Appraisers are unable to promptly designate the third Appraiser, the parties shall then immediately submit the issue of determining such constitute "Fair Market Value to binding arbitration before an arbitrator selected from a list of arbitrators practicing in Atlanta, Georgia with any arbitration proceedings in connection therewith to be held in Atlanta, Georgia in accordance with the rules and procedures of the American Arbitration Association applicable to commercial transactions. Any such appraisal or arbitration shall be final and binding on the partiesValue". The cost of such appraisal or arbitration the appraisals shall be borne equally by the parties to such transaction.
(b) Any Subordinated Promissory Note issued pursuant to this Section 4 Company. No adjustment shall be a Subordinated Promissory Note of made to the Company which (A) shall be payable in equal annual installments, commencing one (1) year after the date of its issuance and with a final maturity date on the sixth anniversary of the date hereof (provided, however, that if the Subordinated Promissory Note is issued price per share determined pursuant to the exercise foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a Management Put Option, minority interest in the final maturity date thereof stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be the earliest date permitted by the Company's lenders), (B) shall bear interest at a rate per annum equal to Prime plus two percent (2%), but made in no event shall such annual rate exceed twelve percent (12%) per annum or be less than eight percent (8%) per annum and in each case, such interest shall be payable monthly in arrears so long as permitted by the Company's lenders; (C) shall be subordinated in a manner acceptable to the Company's and each Subsidiary's lenders; (D) shall be prepayable at any time without premium or penalty; (E) shall be subject to mandatory prepayment in full without premium or penalty upon the occurrence accordance with generally accepted principles of a Trigger Event or the earliest date permitted by the Company's lenders; and (F) shall include restrictive covenants identical to those set forth in the promissory notes issued pursuant to the Purchase Agreementaccounting consistently applied.
(c) The closing of any purchase and sale of Common Stock and any Options pursuant to this Section 4 shall be held at the principal place of business of the Company on the date specified in the Management Put or Call Notice, or 15 days after the final determination of the Management Put or Call Price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by such Management Stockholder and any Permitted Transferees of such Management Stockholder of certificate(s) representing the purchased shares of Common Stock with stock power(s) duly endorsed for the transfer thereof and appropriate instruments terminating all rights existing under any purchased Options.
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Put. (a) In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed at any time prior to the fifth anniversary of the date hereof for any reason other than death or termination by the Company or any of the Subsidiaries with cause, then the Management Stockholder and the Permitted Transferees of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, Optionee may require the Company to purchase from such Management Stockholder and redeem these Warrants or the Permitted Transferees shares of such Management Stockholder all of the Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "First Management Put Option"), and the Company shall, common stock issued upon exercise of a First Management Put Option, purchase all of such Common Stock from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at a purchase price of $500 per share of Common Stock. In the event a Management Stockholder who is employed by the Company or any of the Subsidiaries shall cease to be employed for any reason other than death or termination by the Company or any of the Subsidiaries with cause Warrants at any time beginning April 23, 2004 and prior to the date on which Company shall have completed an "Initial Public offering" as defined in the Registration Rights Agreement dated April 23, 1999 between the parties. The price per share shall be the greater of (i) "Fair Market Value" as agreed to by Company and Optionee, or after in the fifth anniversary absence of such an agreement, as determined by appraisal as hereinafter provided, or (ii) based on a value of the date hereof, then, at any time within one year after Company determined in accordance with the sixth anniversary hereof, following formula: Value = (EBITDA + Extraordinary Expense-Extraordinary Income) times seven plus cash and cash equivalents minus Long Term Debt EBITDA shall be defined as the Management Stockholder and the Permitted Transferees earnings of such Management Stockholder may, at the sole option of such Management Stockholder and the Permitted Transferees, require the Company to purchase from such Management Stockholder before interest, taxes, depreciation and the Permitted Transferees of such Management Stockholder all of the Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder (the "Second Management Put Option" and together with the First Management Put Option, the "Management Put Option"), and the Company shall, upon exercise of a Second Management Put Option, purchase all of such Common Stock and any Options from such Management Stockholder and the Permitted Transferees of such Management Stockholder, at the purchase price set forth in paragraph (b) hereofamortization. The Management Put Option shall be exercised by delivery EBITDA utilized for determining the value of written notice to the Company within the one year period after termination of employment by the Management Stockholder with respect to the First Management Put Option or after the sixth anniversary hereof with respect to the Second Management Put Option (the "Management Put Notice"), specifying a date not less than 60 and not more than 90 days after the date of such Management Put Notice on which date the Company shall be required to purchase such shares the greater of Common Stock and any Options owned by such Management Stockholder and (i) EBITDA for the Permitted Transferees last fiscal year immediately preceding the redemption of such Management Stockholder.
the Warrants or shares, or (bii) one half of the aggregate EBITDA for the two fiscal years immediately preceding the redemption of the Warrants or shares. If the Management Stockholder and the Permitted Transferees of such Management Stockholder elect to require the Company to purchase Common Stock and any Options of a Management Stockholder and such Permitted Transferees pursuant to a Management Put Option, the purchase price per share of such Common Stock shall be equal to the "Fair Market Value thereof, and the purchase price for each Option, if any, shall be equal Value" is to the Fair Market Value of each share of Common Stock issuable thereunder net of the applicable exercise price, all as determined as at the date of the Management Put Notice (the "Management Put Price").
(c) At the closing of the purchase of such shares of Common Stock and any Options owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder pursuant to the exercise of a Management Put Option, the Company shall pay in cash, or by certified or bank cashier's check, the maximum amount of the Management Put Price then permitted to be paid in cash by the Company's lenders, with the balance, if any, payable by delivery of a Subordinated Promissory Note described in Section 4.3(b) hereof. The Company will use commercially reasonable efforts (without any obligation on its part to raise additional equity or debt for such purpose) to obtain any required waivers from its lenders so as to permit payment of the Management Put Price in cash to the maximum extent possible.
(a) In the event the Fair Market Value of shares of Common Stock owned by such Management Stockholder and the Permitted Transferees of such Management Stockholder or issuable under any Options owned by such Management Stockholder shall not be agreed upon by the parties under this Section 4 within 30 days after the mailing of the Management Put or Call Notice, as applicable, then the Fair Market Value of such shares shall be determined by appraisal, Company and Optionee shall each appoint one independent appraiser who is a regionally or nationally recognized investment banking firm, or an Appraiser reasonably satisfactory independent appraiser who is a member of a recognized professional organization, within ten days of notice by either Company or Optionee to the parties; PROVIDEDother that appraisal is being demanded. Within 20 days of appointment, each appraiser shall determine the price at which the shares would exchange between a willing buyer and a willing seller, when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both having reasonable knowledge of the relevant facts. For purposes of determining the value of the shares, it shall be assumed that if the parties cannot so agree, then: (i) business of the Company is ongoing. The mean of the values determined in each such appraisal shall designate an Appraiser; (ii) the Management Stockholder shall designate an Appraiser, (iii) the two Appraisers shall designate a third Appraiser; and (iv) the third Appraiser shall perform the appraisal. In the event the two Appraisers are unable to promptly designate the third Appraiser, the parties shall then immediately submit the issue of determining such constitute "Fair Market Value to binding arbitration before an arbitrator selected from a list of arbitrators practicing in Atlanta, Georgia with any arbitration proceedings in connection therewith to be held in Atlanta, Georgia in accordance with the rules and procedures of the American Arbitration Association applicable to commercial transactions. Any such appraisal or arbitration shall be final and binding on the partiesValue". The cost of such appraisal or arbitration the appraisals shall be borne equally by the parties to such transaction.
(b) Any Subordinated Promissory Note issued pursuant to this Section 4 Company. No adjustment shall be a Subordinated Promissory Note of made to the Company which (A) shall be payable in equal annual installments, commencing one (1) year after the date of its issuance and with a final maturity date on the sixth anniversary of the date hereof (provided, however, that if the Subordinated Promissory Note is issued price per share determined pursuant to the exercise foregoing for any discounts, including, but not limited to, discounts based upon a lack of marketability or shares constituting a Management Put Option, minority interest in the final maturity date thereof stock of the Company. All computations and determinations for the purpose of the foregoing determination of value shall be the earliest date permitted by the Company's lenders), (B) shall bear interest at a rate per annum equal to Prime plus two percent (2%), but made in no event shall such annual rate exceed twelve percent (12%) per annum or be less than eight percent (8%) per annum and in each case, such interest shall be payable monthly in arrears so long as permitted by the Company's lenders; (C) shall be subordinated in a manner acceptable to the Company's and each Subsidiary's lenders; (D) shall be prepayable at any time without premium or penalty; (E) shall be subject to mandatory prepayment in full without premium or penalty upon the occurrence accordance with generally accepted principles of a Trigger Event or the earliest date permitted by the Company's lenders; and (F) shall include restrictive covenants identical to those set forth in the promissory notes issued pursuant to the Purchase Agreementaccounting consistently applied.
(c) The closing of any purchase and sale of Common Stock and any Options pursuant to this Section 4 shall be held at the principal place of business of the Company on the date specified in the Management Put or Call Notice, or 15 days after the final determination of the Management Put or Call Price, whichever date is later. At the closing, the Company shall deliver the purchase consideration against delivery by such Management Stockholder and any Permitted Transferees of such Management Stockholder of certificate(s) representing the purchased shares of Common Stock with stock power(s) duly endorsed for the transfer thereof and appropriate instruments terminating all rights existing under any purchased Options.
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