Sellers Put Option. If the Option is Exercised and a Qualified IPO is not consummated within 12 months following the Effective Date, then the Sellers’ will collectively have the right to require SFX to acquire the SFX Shares that the Sellers hold at such time for a per-SFX Share cash purchase price of US$10 (the aggregate purchase price in connection with such sale, the “SFX Shares Put Price”). SFX will be required to pay the SFX Shares Put Price as soon as SFX has the resources to do so. This Put Option is separate from any put option under the NAJV Term Sheet relating to the NAJV Stock Consideration.
Sellers Put Option. In the event that [(i) both Seller and Purchaser are compelled to launch Amazônia Tag Along Offer in the event that the SPA Closing and the Amazônia Closing occur simultaneously (either because Seller is required to do so by the CVM or because Seller does not have any kind of legal assurance from CVM that it does not have the obligation to launch Amazônia Tag Along Offer in connection with the consummations of the Transactions with Telpart); or (ii)] the SPA Closing occurs and ANATEL Consent for the Amazônia Transaction has not been issued and, as a consequence, Seller is compelled to launch the Tag Along Offer as per Section 6.4. of the SPA (“SPA Tag Along Offer”), Seller will have the right to sell to Purchaser all of the common shares of Amazônia Holding and of Amazônia acquired by Seller as a result of the SPA Tag Along Offer, provided that the ANATEL Consent for the Amazônia Transaction has been obtained (“Put Option”).
Sellers Put Option. 4.1 From the day following the end of the third anniversary of the Transaction Closing Date to the end of the fourth anniversary of the Transaction Closing Date (”Put Option Period”), the Sellers shall have an option to obligate the Buyer to purchase all (but not part) of the Sellers’ remaining holdings in both Mediton and Medishur (but not one of them), in return for a consideration that reflects an activity value of a multiplier of [***] on the averaged normalized EBITDA (as defined in Exhibit 4 hereto) for Mediton and Medishur for the two calendar years preceding the year in which the Put Option exercise notice is given, less net financial debt or plus the financial surplus (as of the exercise notice date), as applicable, of such Companies (“Companies Value Determination Formula”). In the event of a sale of Mediton and Medishur Shares by SHL which qualifies as a Change in Control, before the end of three years from the Transaction Closing Date, then the Sellers shall, for a period of 30 days from the date of the Change in Control, have the right to exercise the Put Option (“Exercise Period Due to Change in Control”). If the Put Option is not exercised by the Sellers during the Exercise Period Due to Change in Control, the Sellers shall have the right to exercise the Put Option during the Put Option Period defined above.
Sellers Put Option. The Sellers may produce the put option in accordance -------------------- with section 3.1 above by a written statement to the Buyer. The written statement shall be submitted to the Sellers within one month after receipt of the financial statement of Sunweb AG (as specified under section 3.5 below) for the years 1999, 2000 or 2001 ending December 31. Prior to the receipt of the relevant financial statement of Sunbweb AG by the Sellers, the put option may not be produced.
Sellers Put Option. CEDC undertakes that, in the event the Sellers’ Put Option is validly exercised, CEDC shall provide to Cayman 7, through the subscription of partnership interests in Cayman 7, with an amount in cash equal to the amount required to be paid by Lux 1 in relation to such exercise which Cayman 7 shall use to subscribe for ordinary shares and convertible preferred equity certificates (CPECs) in Lux 1.
Sellers Put Option. If the Sellers exercise the Sellers Put Option pursuant to Section 3.1 of the Asset Transfer Agreement and all of the Phase II Conditions set forth in Section 3.2 of the Asset Transfer Agreement have been satisfied other than the condition set forth in Section 3.2(iii) thereof, then, for purposes of this Agreement, the Sellers shall be treated as if they had acquired the Consideration for Phase II as of the date that the Sellers Put Option was exercised (the “Put Exercise Date”). By way of example only, if the aforementioned conditions are met, the Sellers would be treated as if they owned the Consideration for Phase II as of the Put Exercise Date when determining the Drop Off Date and when calculating the consideration to be received for the Sellers’ Tag-Along Shares in a sale pursuant to Article 3 hereof.
Sellers Put Option. If Seller receives part of the purchase price ------------------- in unregistered common stock of Buyer as set forth in Section 1.3(c) and the stock does not become freely transferable under applicable Federal Security Laws by registration or otherwise on or prior to twelve (12) months after the Closing then Seller shall have the put option to require Buyer to purchase and redeem all of such stock from Seller for cash in the amount of the original purchase price plus interest at eight (8%) per annum from the Closing Date. The Seller must exercise its put option by written notice to Buyer on or before twelve (12) months after the Closing and the purchase and redemption shall be closed within ten (10) days after Buyer's receipt of Seller's notice at a time and place agreed by the parties.
Sellers Put Option a) In the event that gross revenue recognized by New Company from its IM/I7/BladeRunner business for the first 12 months following the appointment of New Company as Buyer's exclusive distributor exceeds U.S. $3.0 million and New Company has earnings before interest and taxes (as determined in accordance with US GAAP, "EBIT") equal to at least 10% of such gross revenues for such 12 month period, then, at Texcel Sweden's option (the "First Put Option"), Buyer shall purchase Texcel Sweden's total equity interest in New Company for a purchase price equal to 75% of 60% of such gross revenues (the "First Put Option Exercise Price"), payable at Buyer's option either in cash or in shares of Stock having a Fair Value on the last day of the 12 month period equal to the First Put Option Exercise Price.
Sellers Put Option. Subject to applicable law, if at any time Purchaser fails to (i) have the Purchaser Common Stock listed and posted for trading on the TSX, on Nasdaq or another nationally recognized United States stock exchange (not including any over the counter trading system or the pink sheets) or, if none of the foregoing is commercially reasonable, on an internationally recognized stock exchange or trading system of similar standing (provided, that the Purchaser Common Stock may become unlisted or posted on a temporary basis in connection with its becoming listed on another such exchange or trading system), or (ii) use commercially reasonable efforts to have the Purchaser Common Stock listed for trading on Nasdaq or another nationally recognized United States stock exchange (not including any over the counter trading system or the pink sheets) within a reasonable time after Closing, then any Seller may elect to sell to Purchaser all Purchaser Common Stock issued to such Seller hereunder for cash within 180 days from the Seller's becoming aware of the occurrence of Purchaser's failure under item (i) or (ii) of this subparagraph I.E.2 above. If, upon the next issuance of Purchaser Common Stock (and upon any subsequent issuance of Purchaser Common Stock), if any, Purchaser is not in compliance with items (i) or (ii) above, then any Seller may elect to sell to Purchaser all such Purchaser Common Stock for cash within 180 days from the issuance of such Purchaser Common Stock. Each Seller may make such election by giving written notice to Purchaser stating the failure giving rise to such election and the date upon which the sale is to occur, which date may not be sooner than ten (10) Business Days after such notice. On the date stated in such notice, such Seller shall surrender to Purchaser all applicable certificates representing such Purchaser Common Stock, free and clear of all Liens, and Purchaser shall pay to such Seller an amount in cash for each surrendered share of Purchaser Common Stock equal to the Closing Value or other applicable value given to such share pursuant to Section I above. At the election of a Seller, all shares of Purchaser Common Stock to be issued to such Seller after the date stated in such notice shall instead be paid in cash at the applicable issue price under Section I.C or I.D above.
Sellers Put Option. (a) DSI hereby grants to the Sellers, jointly and not severally, an irrevocable option (the “Put Option”) to cause DSI (or a wholly owned subsidiary of DSI to be designated by DSI) to purchase from the Sellers all, but not less than all, of the DSS Shares for the aggregate purchase price of $20 million (the “Purchase Price”). The Put Option shall commence on the first business day following the closing of the IPO and shall terminate on the first anniversary of the IPO (the “Put Option Termination Date”).
