Termination of Put Option. 7.1 The Put Option shall terminate on the earliest of the following dates, except with respect to any Shares that are specified in a notice delivered by the Holder pursuant to Section 2 prior to such earliest date:
(a) the second anniversary of the date of the closing under the Purchase and Contribution Agreement;
(b) the date specified in Section 5.4; and
(c) the first date on which both of the following conditions are satisfied:
(i) the Closing Price of PublicCo common stock has exceeded $21.85 for any 90 trading days during the preceding 100 consecutive trading days (which period of 100 trading days shall not have commenced prior to the closing under the Purchase and Contribution Agreement); and
(ii) all shares of PublicCo common stock then held by the Holder and subject to the Put Option may be sold to the public in their entirety on such date (x) without registration under the Securities Act of 1933, as amended (the "Act"), pursuant to Rule 144 under the Act or another comparable provision or (y) pursuant to a then effective registration statement under the Act.
7.2 The Put Option shall terminate as to any Shares on the date on which such Shares are first transferred by the Holder or any Permitted Transferee to a person or entity that is not a "Permitted Transferee."
7.3 For purposes of determining whether the condition in Section 7.1(c)(i) is satisfied, appropriate adjustments will be made to take into account any subdivision (by stock split or otherwise) or combination (by reverse stock split or otherwise) of outstanding shares of PublicCo common stock occurring after the consummation of PublicCo's initial public offering.
Termination of Put Option. All rights and obligations created pursuant to Section 11(c) shall be extinguished upon the earlier of (i) the fifth anniversary of this Agreement or (ii) a Public Offering.
Termination of Put Option. The Put Option shall terminate on the earlier of (i) the date on which all Registrable Securities covered by the Registration Statement have been sold pursuant to the Shelf Registration (each as defined in the Registration Rights Agreement) or otherwise sold (other than to Permitted Transferrees) and (ii) the date two years from the date hereof.
Termination of Put Option. The provisions of Section 1 shall expire on the earliest of: (a) the first date prior to the Company's Initial Public Offering on which the Sponsors own less than twenty-five percent (25%) of all voting Equivalent Shares or (b) immediately following the closing of the Company's Initial Public Offering.
Termination of Put Option. The Put Option shall terminate on the earlier to occur of:
(i) December 31, 1997, or
(ii) Merger of the Company with or into any other corporation or corporations (other than a wholly owned subsidiary of the Company) or a sale of all or substantially all of the assets or business of the Company in one or more related transactions (other than a public offering of the Company's securities) as a result of which shareholders of the Company immediately before the transaction own less than a majority of the voting securities of the successor or surviving corporation immediately thereafter; or
(iii) Consummation of a firm commitment or best efforts underwritten public offering of the Company's equity registered with the Securities and Exchange Commission with gross proceeds to the Company of ten million dollars ($10,000,000) or more; or
(iv) The sale by the Company of any shares of equity securities or securities convertible into or exercisable for any equity securities (excluding shares of Common Stock sold upon exercise of options granted under the Company's 1996 Stock Option Plan and up to 350,000 additional shares of Common Stock issuable to Xxxxxxx X. Xxxxx upon exercise of outstanding stock options) at a price per share in excess of $4.00 (appropriately adjusted to take account of any stock split, stock dividend, combination of shares or the like).
Termination of Put Option. In the event of the consummation of any firm commitment underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, resulting in gross proceeds to the Company of not less than $60 million, the Put Option shall immediately terminate as to any Shares acquired upon exercise of the Option.
Termination of Put Option. The Put Option shall terminate upon the closing of an underwritten public offering pursuant to an effective registration statement pursuant to the Securities Act of 1933, as amended, covering the offering and sale of Common Stock.
Termination of Put Option. 7.1 The Put Option shall terminate on the earliest of the following dates, except with respect to any Interests that are specified in a notice delivered by the Holder pursuant to Section 2 prior to such earliest date:
(a) the second anniversary of the date of the closing under the Purchase and Contribution Agreement;
(b) the date specified in Section 5.4; and
(c) the first date on which both of the following conditions are satisfied:
(i) the Closing Price of PublicCo common stock has exceeded 115% of the IPO Price for any 90 trading days during the preceding 100 consecutive trading days (which period of 100 trading days shall not have commenced prior to the closing under the Purchase and Contribution Agreement); and
(ii) all shares of PublicCo common stock then held by the Holder and subject to the Put Option (or all shares of PublicCo common stock that the Holder may then acquire in exchange for limited liability company interests in Charter LLC that are held by the Holder and subject to the Put Option) may be sold to the public in their entirety on such date (x) without registration under the Securities Act of 1933, as amended (the "Act"), pursuant to Rule 144 under the Act or another comparable provision or (y) pursuant to a then effective registration statement under the Act.
7.2 The Put Option shall terminate as to any Interests on the date on which such Interests are first transferred by the Holder to a person or entity that is not a "Permitted Transferee."
Termination of Put Option. 7.1 The Put Option shall terminate on the earliest of the following dates, except with respect to any CCI Stock that is specified in a notice delivered by any Holder pursuant to Section 2 prior to such earliest date:
(a) the second anniversary of the date of this Agreement;
(b) the date specified in Section 5.3; and
(c) the first date on which the Closing Price of CCI common stock has exceeded $23.00 per share for any 60 trading days during the preceding 67 consecutive trading days; provided that no such 67 day period shall commence prior to February 12, 2002.
7.2 The Put Option shall terminate as to any CCI Stock on the date on which such CCI Stock is first transferred by a Holder or any Permitted Transferee to a person or entity that is not a "Permitted Transferee."
7.3 For purposes of determining whether the condition in Section 7.1(c) is satisfied, appropriate adjustments will be made to take into account any subdivision (by stock split or otherwise) or combination (by reverse stock split or otherwise) of outstanding shares of CCI common stock occurring after the consummation of CCI's initial public offering.
Termination of Put Option. Seller and Purchaser agree that the put option set forth in Section 8.3 of the A&R LLC Agreement is canceled and deleted in its entirety pursuant to the Second A&R LLC Agreement. For clarity, the Parties agree that any other provisions in the Purchase Agreement referencing Seller’s Put Option as an outside deadline for any requirement or obligation shall be replaced by the date of this Amendment.
