Second Put Option. The Buyers hereby grant to each H&Q Party the right and option (the "Second Put Option") at any time during the period beginning on March 29, 2004 and ending at 8:00 P.M., New York City time, on April 2, 2004 (the "Second Put Exercise Period") to require the Buyers to purchase and acquire from such H&Q Party up to the number of Covered Securities set forth opposite such H&Q Party's name on Exhibit B hereto under the heading "Upon Exercise of the Second Put Option."
Second Put Option. (a) In addition to the First Put Option and upon the terms and subject to the conditions set forth in this Agreement, ITT MSG shall have the option (the "Second Put Option"; each of the First Put Option and Second Put Option may be hereinafter referred to as a "Put Option") to require Cablevision to purchase, or, at the election of Cablevision, MSG to redeem (i) if ITT MSG has exercised the First Put Option and Cablevision has purchased, or caused MSG to redeem, the Second Transferred Interest, the balance of the remaining ITT MSG Interest such that immediately following such transfer or redemption, ITT MSG does not beneficially own an ITT MSG Interest (the ITT MSG Interest so transferred or redeemed hereunder is referred to as the "Third Transferred Interest"), on the second anniversary of the Initial Closing Date for a purchase price of $94 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $75 million or (ii) if ITT MSG has not exercised the First Put Option, at ITT MSG's election, (A) the Second Transferred Interest for a purchase price of $94 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $75 million or (B) the Second Transferred Interest and the Third Transferred Interest for a purchase price of $188 million or, if the Aircraft shall not have been contributed to MSG at the time of payment, $150 million (as any of such amounts may be increased pursuant to Section 2.07) (any of such purchase prices, the "Second Put Purchase Price"; each of the First Put Purchase Price and the Second Put Purchase Price may be hereinafter referred to as a "Put Purchase Price"). If ITT MSG exercises the Second Put Option, Cablevision shall purchase, or, at the election of Cablevision, cause MSG to redeem, the Second Transferred Interest or the Third Transferred Interest or both the Second Transferred Interest and the Third Transferred Interest, as the case may be, pursuant to the terms of this Agreement. At the election of Cablevision, the Second Put Purchase Price may be paid entirely in cash as set forth in Section 2.05 below, entirely in shares of Cablevision Common Stock as set forth in Section 2.06 below or in any combination thereof. In the event that Cablevision shall not be able to purchase, or cause MSG to redeem, the Second Transferred Interest or the Third Transferred Interest or both, as the case may be, because of a failure of any condition to the closing of such purchase or r...
Second Put Option. (a) Plug Power hereby grants to Axane an irrevocable option to require from Plug Power the purchase of all (but of all only) of the JV Company Shares held by Axane and/or its Affiliates as at the date of the exercise of said option (the “Second Put Option”). Axane hereby accept said Second Put Option, as an option only.
(b) Axane may exercise the Second Put Option within the ninety (90) day period following the first anniversary date of the date of execution of the relevant Share Transfer Agreement following the exercise by Plug Power of the First Call Option or the Second Call Option, as the case may be (the “Second Put Option Periods”).
(c) For the purposes of the exercise of the Second Put Option, Axane shall send, within any of the Second Put Option Periods, a written notice (the “Second Put Option Notice”) to Plug Power. Said Second Put Option Notice shall set forth (i) the number of JV Company Shares Axane wishes to sell (which shall be all the JV Company shares then held by Axane or its Affiliates), (ii) if known, its calculation of the Second Put Option Price, and (iii) if know, its calculation of the Revised Second Payment (as such term is defined in paragraph (g) below).
(d) On a date to be agreed by Axane and Plug Power and no later than the 45th (forty-fifth) Business Day following the receipt by Plug Power of the Second Put Option Notice (the “Second Put Option Transfer Date”), Plug Power and Axane (or any designated Affiliate thereof) shall enter into a Share Transfer Agreement in the form of the draft attached hereto as Schedule 10.4(f). Plug Power shall pay all relevant transfer taxes (droits d'enregistrement), if any, due upon the transfer of the Shares.
(e) For the purposes of the Second Put Option, the price to be paid by Plug Power to Axane for the relevant JV Company Shares (the “Second Put Option Price”) shall be equal to the highest amount between:
(i) the aggregate amount of the paid-in nominal value of the JV Company Shares sold upon the Second Put Option, plus any related share premium;
(ii) (5 x “Preceding Year EBITDA”) x “Percentage of Put Shares”.
(f) The Parties agree that:
Second Put Option. In consideration of the mutual covenants in the JV Agreement, Sky Elegant hereby further grants to Sub-Zero (HK) an option (the “Second Put Option”) whereby Sub-Zero (HK) has the right to, by way of an Option Notice, require Sky Elegant or its designated person(s) to purchase from Sub-Zero (HK) all or part of its Relevant Shares and Shareholder Loan advanced by Sub-Zero (HK) to the JV Group, at the exercise price determined below. The Second Put Option shall be exercisable by Sub-Zero (HK) after the expiration of thirty-six (36) months after the date of the JV Agreement. For the avoidance of doubt, the Second Put Option shall be exercisable by Sub-Zero (HK) irrespective of whether Gold View is able to meet the KPIs in accordance with the Management Service Agreement or not. Under the Second Put Option, the price of the Relevant Shares and the Shareholder Loan shall be equal to the summation of the outstanding amount of the Sub-Zero (HK) Loan and US$1,000,000 (or if Sub-Zero (HK) subsequently disposed of its shares, US$1,000,000 multiplied by the number of shares held by Sub-Zero (HK) at the time when Sub-Zero (HK) exercises the Second Put Option divided by the number of shares held by Sub-Zero (HK) upon Completion). Completion of the sale and purchase of the relevant Shares and Shareholder Loan and full payment of the considerations shall take place within 120 days from the date of the Option Notice, subject to an approved refinancing arrangement from bank or financing institution having been put in place for the JV Company. The Company will comply with the relevant Listing Rules requirements in the event of the exercise of the exit options by Sub-Zero (HK).
Second Put Option. A. In the event that Investors makes payment in full of all amounts that are due under the Note through July 1, 2003, including, without limitation, full payment of all principal and accrued interest under the Note through such date, Investors shall, for the thirty (30) day period beginning on July 2, 2003 and ending on July 31, 2003, have the right, but not the obligation, to sell all, but not less than all, of the Shares and all securities issued as a dividend or distribution with respect thereto or in exchange or replacement thereof (the "Total Subject Stock") to Powertel, and Powertel shall be obligated to purchase the Total Subject Stock from Investors for the consideration and upon the terms and conditions set forth in this Agreement (the "Second Put"
Second Put Option. Each Seller may exercise the Second Put Option in respect of the Second Option Shares at any time after Completion and ending no later than the first to occur of:
3.4.1 one hundred Business Days after the achievement of the Second Milestone; or
3.4.2 if the Second Milestone is not achieved prior to the sixth anniversary of the date of the Share Purchase Agreement, one hundred Business Days thereafter.
Second Put Option. In the event that:
(a) after January 1, 2000 the Vendor wishes to sell any of the Class X shares and, upon conversion of the Class X shares (including the surrender of an equal number of Class N shares) for Common shares of IMSC, the Vendor is not entitled to sell the Common shares received upon the exchange save as provided in Section 144 of the Securities Act of 1933 (the "1933 Act"), and
(b) IMSC has not qualified Common shares so that freely tradeable Common shares could be made immediately available to the Vendor upon an exchange of Class X shares for such Common shares during the 90 day period following the Vendor giving to the Purchaser written notice of a request to sell all or part of the Class X shares, the Vendor shall have the right to have the Purchaser purchase the Class X shares (including the Class N shares) at a price per Class X shares equal to the average closing trading price for the Common shares of IMSC for the twenty trading days prior to the date on which the Vendor gives notice to the Purchaser pursuant to this paragraph with the aggregate amount to be paid by the Purchaser shall be such average price multiplied by the number of Class X shares. The obligation of the Purchaser is subject to the Purchaser being compliant with all applicable laws, rules, regulations and administrative authorities in making such purchase. The Vendor shall not sell any of such shares in numbers less than 5,000 shares unless such lesser number is the remaining balance of the shares held by the Vendor.
Second Put Option. By valid delivery of a Put Option Notice (as set forth below), the Founders may elect to exchange on the second anniversary of the closing of the IPO (the "SECOND ANNIVERSARY DATE") up to fifty percent (50%) of the IPO-Time Shares (less any IPO-Time Shares previously sold to DPI under Section 2 or 3) for shares of common stock of DPI.
Second Put Option. On the 12-month anniversary of the Company obtaining Control over ORL (the “Control Anniversary Date”), Linura will have the right to cause Scailex to purchase all of its Ordinary Shares in the Company by delivering written notice to Scailex before the thirtieth (30th) day following the Control Anniversary Date (the “Second Put Option”). The purchase price of the shares under the Second Put Option shall be equal to (x) the sum of (i) the price that Linura paid to acquire its Ordinary Shares and its Capital Investments and (ii) the amount of Linura’s outstanding Participating Shareholder Loans (including any accrued Loan Interest thereon until the Second Put Option exercise date) minus (y) any dividends or repayment of its Capital Investments
Second Put Option
