Shareholder Put Right Clause Samples

Shareholder Put Right. So long as the Shareholders have not made a Demand Request pursuant to Section 15.1, for a period of 30 days following the Demand Date, the Shareholders may on one occasion request (the "Put Request") that UTI repurchase from the Shareholders up to one-half of the UTI Shares issued to them pursuant to the Merger at a repurchase price equal to the Average Sales Price per share of UTI Common Stock. Such request shall be made by the Shareholders in writing and shall designate the total number of UTI Shares requested by the Shareholders to be repurchased and be accompanied by the certificates representing the UTI Shares to be repurchased endorsed in blank with a gold medallion signature guarantee. The UTI Shares to be repurchased shall be transferred free and clear of all liens and encumbrances. UTI shall pay the repurchase price by wire transfer to the account or accounts designated in the Put Request two business days following receipt by UTI of the Put Request and all required documents for against transfer of the applicable UTI Shares to UTI. The Shareholders and UTI agree to execute and deliver all agreements, certificates or other documents reasonably requested by the other party in connection with the Shareholders' exercise of their rights under this Section 15.6.

Shareholder Put Right. (a) Subject to the restrictions contained in paragraph (b) below, each Shareholder shall have the right (a "Put Right"), exercisable by written notice to the President of the Company (a "Put Notice"), to require the Company at any time or from time to time to purchase all or any part of the Shares (the "Put Shares") held by such Shareholder (including Shares held by any trust that is a Permitted Transferee of such Shareholder under clause (ii) of the definition of "Permitted Transferee.". The price to be paid for any Put Shares shall be the amount determined by multiplying the number of Put Shares by the Common Stock Value in effect on the date of the related Put Notice. The Company shall be permitted to purchase such Shares for cash and/or by delivery of a Buy-Out Note for all or a portion of the purchase price. (b) Notwithstanding the provisions of paragraph (a), a Shareholder may exercise the Put Right with respect to his or her Shares only in accordance with the following restrictions: (i) with respect to any Founding Shareholder who is not an employee of the Company or any Subsidiary on the date of this Agreement, such Founding Shareholder may exercise the Put Right only on or after the fifth anniversary of the Effective Time; (ii) with respect to any Shareholder who on the date he or she becomes a Shareholder is an employee of the Company or any Subsidiary, such Shareholder may exercise the Put Right only after (x) such Shareholder's employment with the Company and its Subsidiaries terminates for any reason (whether voluntary or involuntary, for cause or without cause, for good reason or without good reason, including upon disability but not upon death (in which case the provisions of Section 5.5(c) shall apply)) or (y) such Shareholder is declared mentally incapacitated or incompetent; provided that in the case of any Founding Shareholder who is an employee of the Company or any Subsidiary on the fifth anniversary of the Effective Time, such Founding Shareholder may exercise the Put Right specified in the preceding clause (x) only after the third anniversary of such termination of employment; and (iii) in addition to the Put Rights specified in clause (b)(i) and (ii) above, each Shareholder may exercise a Put Right under the following circumstances: (A) by delivery of a Put Notice to the President of the Company during the month of January of each year specifying the number of shares the Shareholder is putting to the Company; provided that in any si...

Shareholder Put Right. (a) As used herein, “Triggering Event” means the occurrence of any of the following:

Shareholder Put Right. Commencing June 1, 2000 through June 30, 2000, and June 1, 2001 through June 30, 2001 (the "Put Exercise Periods"), the Shareholder shall have the right to require Crown or the Company to purchase all (but