Common use of PUTS Clause in Contracts

PUTS. (a) Each Initial Limited Partner (a "Selling Partner") may, subject to the terms and conditions set forth in this Section 3.9, cause the General Partner to purchase portions of the vested Partnership Interests held by such Limited Partner (each, a "Put"). (b) On any five (5) separate annual occasions starting with the Exercise Period for the fiscal year ending December 31, 2000 and continuing in each subsequent annual Exercise Period, through and including the Exercise Period for the fiscal year ending December 31, 2009, each Selling Partner may cause the General Partner to purchase, and the General Partner agrees to buy, all or any portion of the Partnership Interests then held by such Selling Partner that are Vested Partnership Points as of December 31 of the fiscal year preceding the applicable Exercise Period; provided, however, that the amount subject to repurchase upon the first such occasion shall not exceed the sum of (A) one-fith (1/5) of the aggregate Vested Partnership Points held by such Selling Partner (and a proportionate share of such Partner's Capital Account) on the Effective Date plus the aggregate Vested Partnership Points (and a proportionate share of such Partner's Capital Account) issued to such Limited Partner after the Effective Date pursuant to Section 6.5(e) (the "Annual Put Limit") plus (B) three-twentieths (3/20) of the aggregate Vested Partnership Points held by such Selling Partner (and a proportionate share of such Partner's Capital Account) on the Effective Date plus the aggregate Vested Partnership Points (and a proportionate share of such Partner's Capital Account) issued to such Limited Partner after the Effective Date pursuant to Section 6.5(e) (the "Carry-Over Put Limit"). If the Selling Partner makes a Put of less than the total Carry-Over Put Limit that he is permitted to Put on any occasion, then the remainder of that Carry-Over Put Limit may be carried forward and Put at any subsequent occasion under this Section 3.9(b) or under Section 3.9(c), provided that the amount subject to repurchase on any Put after the first Put shall not exceed the sum of (X) the Annual Put

PUTS. (a) Each Initial Limited Partner (a "Selling Partner") may, subject to Upon the terms and conditions set forth in this Section 3.9herein (including, cause without limitation, the General Partner provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an: (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase portions Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iii) the Trading Day prior to the subject Clearing Date did not have the lowest VWAP of the vested Partnership Interests held by such Limited Partner Common Stock out of the prior ten (each10) consecutive Trading Days, a "(iv) at least two (2) Trading Days have lapsed since the most recent Clearing Date of an Option 1 Put")., and (v) the aggregate Investment Amount of the Option 1 Put on any particular Put Date or Clearing Date does not exceed $500,000.00; and (b) On Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any five other terms of this Agreement, in each instance, (5i) separate annual occasions starting with an Option 1 Put has been previously and effectively processed and its Clearing Date is the Exercise Period same day as the Put Notice for the fiscal year ending December 31subject Option 2 Put, 2000 (ii) the Investment Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iii) the aggregate Investment Amount of all Option 1 Puts and continuing in each subsequent annual Exercise Period, through and including the Exercise Period for the fiscal year ending December 31, 2009, each Selling Partner may cause the General Partner to purchase, and the General Partner agrees to buy, all or any portion of the Partnership Interests then held by such Selling Partner that are Vested Partnership Points as of December 31 of the fiscal year preceding the applicable Exercise Period; provided, however, that the amount subject to repurchase upon the first such occasion Option 2 Puts shall not exceed the sum of Maximum Commitment Amount, (Aiv) one-fith (1/5) of the aggregate Vested Partnership Points held by such Selling Partner (and a proportionate share Investment Amount of such Partner's Capital Account) on the Effective Date plus the aggregate Vested Partnership Points (and a proportionate share of such Partner's Capital Account) issued to such Limited Partner after the Effective Date pursuant to Section 6.5(e) (the "Annual Put Limit") plus (B) three-twentieths (3/20) of the aggregate Vested Partnership Points held by such Selling Partner (and a proportionate share of such Partner's Capital Account) on the Effective Date plus the aggregate Vested Partnership Points (and a proportionate share of such Partner's Capital Account) issued to such Limited Partner after the Effective Date pursuant to Section 6.5(e) (the "Carry-Over Put Limit"). If the Selling Partner makes a Put of less than the total Carry-Over Put Limit that he is permitted to Option 2 Put on any occasion, then the remainder of that Carry-Over particular Put Limit may be carried forward and Put at any subsequent occasion under this Section 3.9(b) Date or under Section 3.9(c), provided that the amount subject to repurchase on any Put after the first Put shall Clearing Date does not exceed the sum $2,000,000.00, and (v) if all shares of (X) the Annual PutCommon Stock resulting from prior submitted Put Notices for Option 1 Puts have been delivered.

PUTS. (a) Each Initial Limited Partner Non-Manager Member may, subject to the terms and conditions set forth in this Section 7.1, cause AMG to purchase portions of the LLC Interests held by such Non-Manager Member in the LLC (each a "Selling PartnerPut"). (b) Each Original Principal may, subject to the terms and conditions set forth in this Agreement, cause AMG to purchase from such Original Principal on the last business day in February (or, if later in any year starting in the year 2003, the month end after which the Manager Member has had the information necessary to determine the Put Price for a period of not less than fifteen (15) days) starting with such date in the year 2003 (each a "Purchase Date"), all or a portion of the LLC Interests held by such Original Principal as of the Effective Date. It is a condition precedent to the exercise by any Original Principal of a Put that such Original Principal, the LLC, the Offshore Related Partnerships and the Offshore Funds shall have complied with the provisions of Section 5.7 hereof. (c) Each Non-Manager Member who is not entitled to any rights under Section 7.1(b) may, subject to the terms and conditions set forth in this Section 3.9Agreement, cause the General Partner AMG to purchase portions from such Non-Manager Member any number of LLC Points that is less than or equal to ten percent (10%) of the vested Partnership Interests held by LLC Points issued or Transferred to such Limited Partner Non-Manager Member at any time (eachincluding, a "Put"). (bwithout limitation, pursuant to the Incentive Program or upon the exercise of any options granted under the Incentive Program) On as of any five (5) separate annual occasions Purchase Dates (but only up to an aggregate of a number of LLC Points as is equal to fifty percent (50%) of the LLC Points issued or Transferred to such Non-Manager Member), starting on the first Purchase Date which is at least five (5) years following the date of a particular issuance or Transfer (with LLC Interests acquired upon exercise of an option being deemed to have been acquired on the Exercise Period for date 52 57 of grant of such option and with Clarx'x xxxerests that are reallocated to the fiscal year ending December 31Original Principals being deemed to have been acquired by them on the Effective Date). (d) If a Non-Manager Member desires to exercise his rights under Section 7.1(b) or 7.1(c) above, 2000 and continuing in each subsequent annual Exercise Period, through and including the Exercise Period for the fiscal year ending December 31, 2009he shall give AMG, each Selling Partner may cause the General Partner to purchase, other Non-Manager Member and the General Partner agrees LLC irrevocable written notice (a "Put Notice") on or prior to buy, all or any portion of the Partnership Interests then held by such Selling Partner that are Vested Partnership Points as of preceding December 31 (the "Notice Deadline"), stating that he is electing to exercise such rights and the number of LLC Points (the fiscal "Put LLC Points") to be sold in the Put. Puts in any given calendar year preceding for which Put Notices are received before the applicable Exercise PeriodNotice Deadline for that calendar year shall be completed as follows: AMG shall purchase from each Non-Manager Member that number of Put LLC Points designated in the Put Notice; provided, however, that, prior to the tenth (10th) anniversary of the Effective Date, in no event shall the aggregate number of LLC Points AMG is required to purchase on any Purchase Date under Section 7.1(b) and Section 7.1(c), together with all LLC Points purchased by the Manager Member pursuant to Puts under Section 7.1(b) and Section 7.1(c) within twelve (12) months prior to such Purchase Date, exceed two and one-half (2.5) LLC Points; and, provided further, that in the amount subject case of a Put under Section 7.1(c) above, in no event shall AMG be required to repurchase upon the first such occasion shall not exceed the sum purchase LLC Points in excess of either (A) the maximum number permitted by Section 7.1(c) above with respect to that Non-Manager Member, that portion of his LLC Points and that year, or (B) the aggregate number of LLC Points that may be Put by that Non-Manager Member with respect to that portion of the LLC Points issued or transferred to him. If the number of LLC Points for which Put Notices are received under Section 7.1(b) and Section 7.1(c) before the Notice Deadline for any such twelve (12) month period prior to the tenth (10th) anniversary of the Effective Date exceeds two and one-fith half (1/52.5) LLC Points, then AMG shall purchase an aggregate of two and one-half (2.5) LLC Points from among all Non-Manager Members who have provided timely Put Notices in such proportion as shall result in each such Non-Manager Member (together with his Transferees) having sold under Section 7.1(b) and Section 7.1(c) an aggregate percentage of the aggregate Vested Partnership highest number of LLC Points held by such Selling Partner (Member and a proportionate share of such Partner's Capital Account) on the Effective Date plus the aggregate Vested Partnership Points (and a proportionate share of such Partner's Capital Account) issued to such Limited Partner his Transferees at any time after the Effective Date pursuant that is as nearly the same as practicable. (e) The purchase price for a Put (the "Put Price") shall be an amount (which is intended to Section 6.5(ebe a proxy for fair market value) equal to (A) eight and one-half (8.5) multiplied by the amount, if any, equal to (i) the Run-Rate Free Cash Flow of the LLC as of the end of the calendar quarter ending prior to the applicable Purchase Date (i.e., the calendar quarter ending on December 31) (the "Annual Put LimitPut/Call Measurement Date"), minus (ii) plus the Operating Shortfall as of such Put/Call Measurement Date, minus (iii) the excess, if any, of the Manager Member Excess Loss Allocations as of such Put/Call Measurement Date over the allocations under Section 4.2(b)(ii) to the Manager Member that were made during the twelve (12) months ending on the last day of the calendar quarter in which such Put/Call Measurement Date occurs, multiplied by (B) threea fraction, the numerator of which is the number of outstanding LLC Points to be purchased from such Non-twentieths (3/20) of the aggregate Vested Partnership Points held by such Selling Partner (and a proportionate share of such Partner's Capital Account) Manager Member on the Effective Purchase Date plus and the aggregate Vested Partnership denominator of which is the total number of LLC Points outstanding on the Purchase Date before giving effect to any Puts or Calls or any issuances or redemptions of LLC Points on such Purchase Date, but including as outstanding LLC Points all Reserved Points. (and a proportionate share f) In the case of such Partner's Capital Account) issued to such Limited Partner after the Effective Date any Put pursuant to the provisions of Section 6.5(e) (the "Carry-Over Put Limit"). If the Selling Partner makes a Put of less than the total Carry-Over Put Limit that he is permitted to Put on any occasion, then the remainder of that Carry-Over Put Limit may be carried forward and Put at any subsequent occasion under this Section 3.9(b7.1(b) or under Section 3.9(c)7.1(c) hereof, provided that the amount subject to repurchase on any Put after the first Put Price shall not exceed the sum of be paid by AMG (X) the Annual Putor, if AMG shall have assigned its obligation