Right to Put. On or after December 31, 1999, the Holder shall have the right to require the Company to purchase this Warrant for cash (the "Right to Put"), and the Company hereby agrees to make such purchase. The purchase price (the "Purchase Price") shall be the value of the Underlying Shares, which shall be the greater of (a) their Determined Value or (b) the Applicable Percentage applied to the remainder of the product of five times the Company's EBITDA minus its Borrowed Indebtedness plus its cash and cash equivalents. In connection with the valuation in clause (b), EBITDA shall be based upon the most recent 12 months, and Borrowed Indebtedness, cash and cash equivalents as of the last business day of the month preceding the Determination Date defined in (S) 12.2. Notwithstanding the foregoing paragraph, if the Company shall determine to have an Initial Public Offering prior to December 31, 1999, the Holder shall have the right to require the Company to purchase this Warrant for cash, and the Company hereby agrees to make such purchase at the Purchase Price.
Right to Put. Warrant. If a Realization Event (as defined in Section 17.2 below) shall not have occurred prior to the 66th month plus one day anniversary of the date as of which the Amendment of Class D Common Stock Purchase Warrants is executed and this Warrant becomes exercisable within six months of such anniversary, Holders or any other holder of this Warrant may, at any time and from time to time during the six month period immediately thereafter, by notice to the Company (the “Put Notice”), elect to sell to the Company (and the Company hereby, agrees to purchase from Holder or any other such holder), at the Put Purchase Price specified in Section 17.3(a) hereof, such number of Warrants as are specified in the Put Notice on the Business Day specified in the Put Notice, which Business Day shall be not less than 20 days nor more than 30 days after the receipt by the Company of said Put Notice (the date on which the Company receives the Put Notice is referred to as the “Put Notice Date”). The right created by this Section 17.1 shall terminate upon the occurrence of a Realization Event (as defined in Section 17.2 below). Any Warrants not sold to the Company pursuant to this Section 17 shall automatically convert into Class A Common Stock in accordance with Section 2.1(b) (provided that, for purposes of this Section 17, the Current Market Price shall be the Market Price (as defined in Section 17.3(b) below)). Notwithstanding anything contained in this Warrant to the contrary, the holder of this Warrant shall not have the right to require the Company to pay the Put Purchase Price pursuant to this Section 17.1 unless and until all of the shares of the Company’s Series A Redeemable Participating Preferred Stock have been redeemed in full by the Company.
Right to Put. The Purchaser shall have the right to sell to the Company, and the Company agrees to purchase from the Purchaser, in one or more transactions, the Conversion Shares, for the Put Price on the terms and conditions herein set forth (the "Put").
Right to Put. Commencing December 1, 2001 and continuing to June 1 2002, Xxxxxxx shall have the right to demand OnCure (or its Successors and/or Assigns) to purchase 125,000 shares of Common Stock (which were converted into Common Stock when Xxxxxxx converted his Note) from it at a purchase price equal to $2.00 per share plus interest at 10% percent per annum as set forth herein. The interest shall accrue from December 30, 2000.
2.1 Xxxxxxx shall retain the right for a period of six (6) months from December 1, 2001 through and including June 1, 2002 to sell the Common Stock to OnCure (its Successors, representatives and/or Assigns) for a purchase price of $2.00 per share plus 10% percent, interest on the sum of $250,000.00 from December 30, 2000 (the "Put Right"). The Put Right shall expire on mid-night of June 1, 2002.
2.2 OnCure agrees that the Put Right of Xxxxxxx is absolute and that OnCure has no claim, defense, or off-set that or will in any way impede, restrict, or prohibit Xxxxxxx from exercising the Put Right in accordance with this Agreement.
2.3 In the event that Xxxxxxx desires to exercise its Put Right as set forth in Section 2, it shall provide OnCure with written notice of its intent.
2.4 OnCure shall remit payment by certified funds, bank check or wire transfer and payment shall be received by Xxxxxxx no later than five (5) days from Xxxxxxx'x written notice to exercise its Put Right.
2.5 In the event that Xxxxxxx transfers, sells, assigns, hypothecates, pledges or otherwise disposes the aforesaid Common Stock, the Put Right shall terminate.
2.6 Xxxxxxx agrees that in the event it exercises its right to put the Common Stock to OnCure all certificate(s) surrendered herein will be properly endorsed and otherwise in proper form for transfer.
2.7 In the event that any of the Common Stock Certificates are lost, stolen or destroyed, OnCure's transfer agent or share registrar will, issue in exchange for such loss, stolen or destroyed certificates, upon the making of an Affidavit of that fact by Xxxxxxx replacement certificate(s).
2.8 The Parties hereto agree that the exercise price of the warrant to acquire 50,000 shares that is the subject of this Agreement and which is being exercised pursuant to this Agreement shall be reduced from $2.00 per share to $.01 per share.
2.9 OnCure agrees that the 125,000 shares of Common Stock have been included in SB-2 Registration Statement that has been filed, but not declared effective by the Commission. OnCure agrees that i...
Right to Put. On the terms and conditions herein set forth, the Investor shall have the right to sell the Company, and the Company agrees to purchase from the Investor, all Securities held at that time (the "Put"), for the Put Price.
Right to Put. (a) Subject to the conditions set forth in Section 2.3, CII shall have the right to sell to the Company, and the Company agrees to purchase from CII, in one or more transactions, all or any part of CII’s Warrant Rights (if any), Shares (if any) or Notes (if any), as indicated in any Notice of Put (as defined in Section 2.2) from CII relating thereto, for the Put Price as to each such Warrant Right, Share or Note and on the terms and conditions herein set forth.
(b) Subject to the conditions set forth in Section 2.3, each Put Party other than CII shall have the right to sell to the Company, and the Company agrees to purchase from such Put Party, in one or more transactions, all or any part of such Put Party’s Warrant Rights (if any), Shares (if any) or Notes (if any), as indicated in any Notice of Put (as defined in Section 2.2) from such Put Party relating thereto, for the Put Price as to each such Warrant Right, Share or Note and on the terms and conditions herein set forth.
Right to Put. At any time following the earlier of (i) the first occurrence of a Triggering Event, (ii) the date the Company notifies the Holder of a proposed distribution upon dissolution or liquidation, or (iii) the fifth anniversary of the date of this Warrant Agreement, each Holder shall have the right to require the Company or Services to purchase all of its Warrant and any Warrant Shares held by such Holder for cash (the "Right to Put"), and the Company and Services agrees to make such purchase.
Right to Put. At any time prior to the termination of this Agreement subject to the other terms of this Agreement, the Physician Partners, together but not separately, shall have the right to give to the General Partner a notification in writing (the “Put Notice”) that they have elected to sell their Partnership Interests to the General Partner (the “Put”) no later than the twenty (20th) day after the date on which the Put Notice is given (or if such day is not a business day, then the first business day thereafter) (the “Put Date”) for the Put Purchase Price (as defined below). The “Put Purchase Price” shall mean Four Million Four Hundred Eighty Thousand Dollars ($4,480,000.00) less the amount of any Guarantee Fee owed by any Physician Partners to the Partnership or any Partner.
Right to Put. At any time and from time to time after the earliest to occur of (i) the fifth anniversary of the date hereof, (ii) a Change of Control Event, (iii) a Noncompliance Event, or (iv) the six month anniversary of the death of Xxxxxx, each Purchaser shall have the right to sell all of the Shares held by such Purchaser to the Company (the "Put"), and upon exercise of such right (the "Put Rights"), the Company shall have the obligation to purchase the Shares as to which the Put Rights are exercised; provided, however, a Purchaser may not exercise the Put Rights as to more than 50% of the Shares then owned by it prior to the sixth anniversary of the date hereof unless one or more of the events referred to in clauses (ii)-(iv) above shall have occurred. Any Purchaser may exercise the Put Rights by providing the Company with a written request (a "Request Notice") that the Company redeem all or a portion of the Shares owned by such
Right to Put. If the condition causing the Put to be effective occurs, each Founding Stockholder shall have the right, during the Put Period, to cause the purchase, out of the Put Support Funds, for $3 per share, which price shall be adjusted to give effect to stock splits, stock dividends, recapitalizations, capital distributions, and similar events, of the number of shares of Xxxxx Common Stock held by each Founding Stockholder at the time just prior to the Closing, as the number of such shares shall be adjusted to give effect to stock splits, stock dividends, recapitalizations, capital distributions, and similar events.
