The Put Option. 2.1 In consideration of the payment of ten pounds (£10) by the Sponsor to the Guarantor and for other good and valuable consideration (the receipt and adequacy of which the Guarantor hereby acknowledges), the Guarantor hereby grants to the Sponsor the option (i) at any time to require the Guarantor to purchase from the Sponsor up to fifty per cent. (50%) of the Residual Partnership Interest and (ii) at any time after the Put Option Date (as defined in the Secondary Put Agreement) to require the Guarantor to purchase from the Sponsor the Residual Partnership Interest in accordance with the provisions of this Agreement (the “Put Option”).
2.2 The Sponsor shall be entitled, but not obliged, at any time to exercise the Put Option at the Residual Interest Put Option Price by serving a Put Option Notice on the Guarantor specifying the Put Option Date and upon the service of such Put Option Notice, the Guarantor shall be obliged to purchase and the Sponsor shall be obliged to sell the Residual Partnership Interest on the Put Option Date for the Residual Partnership Interest Put Option Price and otherwise in accordance with the provisions of Clause 5 provided however that the Guarantor may nominate a third party to take the transfer in its place.
The Put Option. (a) The Purchaser hereby sells and grants to the Sellers, and the Sellers hereby purchase and acquire from the Purchaser, the option and right (the “Put Option”) to sell, assign, transfer and convey to the Purchaser all of the Acquired Assets, and to require the Purchaser to assume from the Sellers all of the Assumed Liabilities, in each case subject to and in accordance with the terms and conditions of this Agreement (such sale, assignment, transfer and conveyance of Acquired Assets and assumption of Assumed Liabilities, the “Purchase and Sale”).
(b) The Put Option shall be exercisable by the Sellers in their sole discretion by delivery to the Purchaser of a Put Option Exercise Notice prior to the earliest to occur (the “Put Termination Date”) of the following: (i) if an Insolvency Proceeding with respect to the Sellers has been commenced prior to Day Sixty, the Put Termination Date shall be the 60th day immediately following the date such Insolvency Proceeding shall have commenced, (ii) if an Insolvency Proceeding with respect to the Sellers has not been commenced prior to Day Sixty, the Put Termination Date shall be Day Sixty, and (iii) termination of this Agreement pursuant to Section 9.1. In the event that the Put Option shall not have been exercised prior to the Put Termination Date, all rights of the Sellers under the Put Option shall expire. In consideration of the grant by the Purchaser of the Put Option, the Sellers shall pay to the Purchaser on the date of this Agreement $40,000,000 (the “Put Option Fee”) by wire transfer to a bank account specified in writing by Purchaser.
The Put Option. Anytime during the validity of this Warrant, the Holder shall have the right, but not the obligation, to require the Company to repurchase up to 100% of the Warrant stock issued upon the exercise of this Warrant at fair market value determined in accordance with section 4.3 below.
The Put Option. 11.1.1 In consideration of HTH Limited entering into this Agreement, the Council grants the Put Option to HTH Limited.
11.1.2 The Put Option confers the right on HTH Limited at any time during the Put Option Period, but only following the occurrence of a Trigger Event, to require the Council to buy 00 Xxxxx Xxxxxx from HTH Limited on the terms of this clause.
11.1.3 The Put Option may only be exercised after HTH Limited has purchased 00 Xxxxx Xxxxxx pursuant to the Option.
The Put Option. Upon the termination of Executive’s employment with the Company Parties (other than by the Company Parties for Cause or resignation by Executive without Good Reason), the Unvested Securities (whether held by Executive or by one or more of Executive’s Transferees) will be subject to repurchase by the LLC (or one or more of its assignees at the election of the LLC) at the option of Executive (or a legal representative of Executive or Executive’s estate in the event of termination by reason of Disability or death) pursuant to the terms and conditions set forth in this Section 3 (the “Put Option”).
The Put Option. (a) IFC shall have the option to sell all or part of the Option Shares to the Investor and, upon the exercise by IFC of such option, the Investor shall be obligated to pay at the Option Price, on the Settlement Date and at the Settlement Place, for all the Option Shares so sold by IFC.
(b) The Put Option may be exercised by IFC at any time or from time to time, and shall, in each case, be in respect of all or a part of the Option Shares, by delivery of a Put Notice within the Option Period.
(c) Upon receipt of a Put Notice, the Investor shall, on or prior to the relevant Settlement Date (which, for the avoidance of doubt, need not occur within the Option Period) deposit the Option Price with its broker with irrevocable instructions to transmit the Option Price in Dollars, in immediately available funds, to IFC pursuant to written wire instructions provided by IFC. Upon receipt of the Option Price as provided in the preceding sentence, IFC shall deliver to the Investor the certificate or certificates, if any, representing the relevant Option Shares, duly endorsed, or accompanied by appropriate stock powers duly endorsed, for transfer thereof to the Investor or, if such Option Shares are uncertificated, appropriate instrument(s) of transfer, duly executed, for transfer thereof to the Investor.
The Put Option. (a) Subject to the terms and conditions set forth in Article 6 hereof, PEP shall have the option to satisfy the Allowed Sub Debt Claim in full by transferring to MAI title to the “Project Assets.” As used herein, “Project Assets” shall mean (i) all of the assets to be conveyed to EXX under the Sale Agreement (as defined in the Sale Agreement as of the date hereof), (ii) all of the assets of PEP that are described in that certain Interconnection Agreement between PEP and EXX (as filed with the Federal Energy Regulatory Commission at Docket No. ER05-188-000), and (iii) any and all other tangible and intangible property (including executory contracts and unexpired leases, to the extent assignable) owned by PEP which is necessary for MAI to acquire ownership of the Project, to commercially operate and maintain the Project, and to market, dispatch and deliver the output from the Project into the market. “Project Assets” shall not include any “Excluded Assets” (as such term is defined in the Sale Agreement as of the date hereof), except to the extent that such assets are included within paragraphs 6(a)(ii) and (iii) above. For the avoidance of doubt, “Project Assets shall not include any cash or cash equivalents, deposits or accounts receivable, except as set forth in paragraph (6)(b)(iv) hereof.
The Put Option. 2.1. The Buyer hereby grants to the Selling Shareholders and Madocks the separate right, but not the obligation, to cause the Buyer to purchase those shares of the Option Shares owned by him at a single time subject to the terms and conditions of this Agreement, at anytime from and after the fourth anniversary from the date hereof plus six months, subject to the possible prior exercise of the Call Option (the "Put Option").
The Put Option. 7.1.1 shall be capable of being exercised at any time during the Put Option Period (save for the circumstances specified in clause 15 where the Put Option shall be capable of being exercised before the Put Option Period); and
7.1.2 shall be exercised by way of the Grantee giving written notice to that effect to the Grantor, substantially in the form attached hereto as Annexure A ("Put Option Notice"), which notice shall specify the Put Option Price payable in respect thereof (which shall be determined in accordance with clause 9), save for the circumstance specified in clause 7.2 where the Put Option shall be deemed to have been exercised without any Put Option Notice being required to be delivered.
The Put Option. 7.4.1. Commencing from the expiration of 12 months from the Closing Date and until the expiration of 22 months from the Closing Date (the "Put Option Exercise Period") each Seller shall be entitled to sell to the Buyer and the Buyer undertakes to buy from each Seller up to 333,334 Ordinary Shares of the Company at a price of NIS 2.20 per share, linked to the Index (the "Put Option").
7.4.2. Every Seller will be entitled to exercise the Put Option in full or in several parts according to the Seller's choice during the Put Option Exercise Period.
7.4.3. The Buyer undertakes to remove, within reasonable period and no later than 14 days from the date on which it had been required to such, any legal impediment to exercise the Put Option by the Sellers, in case that the exercise of the Put Option will lead to a breach by the Buyer of the provisions of Section 336 of the Companies Law. The non-removal of such restriction, if any, will constitute a fundamental breach of this Agreement by the Buyer.
7.4.4. For securing the Buyer's undertakings in respect of the Put Option, on the Closing Date, Mr. David Lucatz will provide, until the date of expiration of thirty days from the end of the Put Option Exercise Period, except if it had ended as specified below, in favor of each Seller, a personal guarantee in the amount of NIS 333,333 (in the aggregate, for all of the Sellers in the amount of NIS 999,999) in the form attached as Annex 7.4.4 hereto (the "Personal Guarantee"). Also, for ensuring the Buyer's undertakings in respect of the Put Option, no later than a date just before the beginning of the Put Option Exercise Period (or according to the Buyer's discretion, at any earlier date commencing from the Closing Date), the Buyer shall deposit with the Trustee three autonomous bank guarantees (one for the benefit of each Seller), unconditional, each in the amount of NIS 333,333 in the form accepted by banks, in effect until the expiration of thirty days from the Put Option Exercise Period (the "Bank Guarantees"), in lieu of the personal guarantee. Accordingly, upon the deposit of the Bank Guarantees with the Trustee, the Personal Guarantee is automatically terminated and it will not be exercisable.
7.4.5. Notwithstanding the provisions of Section 7.4.4 above, had the Buyer purchased from a Seller Company Shares until the end of the Put Option Exercise Period, whether by virtue of exercise of the Call Option or by virtue of exercise of the Put Option as aforesaid, in re...
