Common use of The Put Option Clause in Contracts

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. (a) The Purchaser Section 1.1 Optionor hereby sells reaffirms its agreement under the July 3rd Transaction Agreement to grant a put right to Optionee, and Optionor hereby grants to Optionee the Sellers, and the Sellers hereby purchase and acquire from the Purchaser, the option and one-time right (subject to Section 6.1 hereof) (the “Put Option”) to sellrequire Optionor to purchase, assignand Optionor does hereby agree to purchase, transfer and convey to upon the Purchaser all exercise of the Acquired AssetsPut Option in accordance with the terms hereof, all, but not less than all, of the interests directly or indirectly owned by Optionee or any affiliate(s) of Optionee in the 718 Premises or the Partnership (as determined in Optionee’s sole discretion) as of the date of Optionee’s exercise of the Put Option (the “Option Interest”), and Optionee does hereby agree to require accept the Purchaser Put Option from Optionor as an option solely and without undertaking to assume from exercise such Put Option. Section 1.2 Optionor and Optionee hereby agree that the Sellers all mutual covenants and agreements contained in July 3rd Transaction Agreement, the Purchase Agreement and this Agreement, and the transactions contemplated therein and herein, respectively (the “Option Consideration”), are adequate and sufficient for purposes of the Assumed Liabilitiesgrant of the Put Option by Optionor to Optionee. Section 1.3 Optionee shall exercise the Put Option by delivering twelve (12) months’ prior written notice (the “Option Notice”) to Optionor at any time after the date which is four (4) years following of the date of this Agreement (the date of such Option Notice, in each case subject the “Option Notice Date”). The Option Notice shall (i) state Optionee’s desire to and exercise the Put Option in accordance with the terms and conditions of set forth in this Agreement and (such sale, assignment, transfer and conveyance of Acquired Assets and assumption of Assumed Liabilities, ii) specify a closing date (the “Purchase and SaleClosing Date”). ) on which the closing (bthe “Closing”) The Put of the sale of the Option Interest to Optionor 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 Transaction”), which shall not be earlier than twelve (12) months following the Option Notice Date”) of the following: (i) if an Insolvency Proceeding with respect . Notwithstanding anything contained herein to the Sellers has been commenced prior to Day Sixtycontrary, the Put Termination Closing Date shall be the 60th day immediately following not occur earlier than the date such Insolvency Proceeding shall have commenced, which is five (ii5) 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 years following the date of this Agreement $40,000,000 (the “Put Option Fee”) by wire transfer to a bank account specified in writing by PurchaserAgreement.

The Put Option. (a) The Purchaser Company hereby sells and grants to the Sellers, and the Sellers hereby purchase and acquire from the Purchaser, the each Investor an option and right (the “Put Option”) to sell, assign, transfer and convey sell to the Purchaser Company on one occasion, and the Company is obligated to purchase from each Investor upon exercise of each such option, 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 such Investor’s Put Shares 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”)Article IV. (b) The Put Option shall may be exercisable exercised by the Sellers in their sole discretion each Investor by delivery to the Purchaser Company of a Put Option Exercise Notice prior to the earliest to occur (the “Put Termination Date”) of the following: at any time within (i) if an Insolvency Proceeding with respect in the case of a Put Trigger Event, ninety (90) days following the earlier of (x) receipt by the Investors of written notice from the Company that a Put Trigger Event has occurred or (y) written notice given to the Sellers Company by the Investors that a Put Trigger Event has been commenced prior occurred; (ii) in the case of a Plan Put Trigger Event, thirty (30) days following the Company’s receipt of a Bona Fide Offer, provided that any increase in such the price offered in such Bona Fide Offer, or any Bona Fide Offer by another Person, shall trigger a new thirty (30) day period; and (iii) in the case of a Threshold Put Trigger Event, ninety (90) days following the earlier of (x) receipt by the Investors of written notice from the Company that a Threshold Put Trigger Event has occurred or (y) written notice given to Day Sixtythe Company by the Investors that a Threshold Put Trigger Event has occurred. The Put Notice shall specify the Put Price for the Put Shares (and the basis for its determination of the Put Price), the bank account into which the Put Termination Date Price shall be paid, the 60th day immediately nature of the relevant Put Trigger Event, if applicable, and the applicable Settlement Date. The failure of any Investor to exercise the Put Option following (i) the date such Insolvency Proceeding occurrence of a Put Trigger Event shall have commencednot preclude the subsequent exercise of the Put Option if a subsequent Put Trigger Event occurs, (ii) if an Insolvency Proceeding with respect to the Sellers has occurrence of a Plan Put Trigger Event shall not been commenced prior to Day Sixty, preclude the subsequent exercise of the Put Termination Date shall be Day Sixty, Option if a subsequent Bona Fide Offer is received and (iii) termination the occurrence of this Agreement pursuant a Threshold Put Trigger Event shall not preclude the subsequent exercise of the Put Option if a new Shareholder Rights Plan is adopted that constitutes a Threshold Put Trigger Event. (c) On the Settlement Date: (i) the Company shall pay to Section 9.1each Investor, into the bank account specified by such Investor, the Put Price set out in the Put Notice in Dollars in immediately available funds, without deduction whatsoever for any fees, Taxes (excluding for the avoidance of doubt Taxes on any gains realized by any Investor), duties, costs or other charges howsoever called (all of which shall be borne by the Company); and (ii) such Investor shall, simultaneously with receipt of the Put Price, transfer to the Company free of all Liens and other encumbrances and rights of third parties the certificates, if any, or book-entry shares evidencing title to the Put Shares together with such instruments of transfer, if any, as required by Applicable Law (“Settlement Completion”). In the event that the Company is prohibited by Applicable Law from repurchasing, or otherwise does not have sufficient cash to repurchase, all the Put Shares, as reasonably determined by the Board in good faith and certified to such Investor by the Chairman, the Company shall repurchase as many Put Shares as it can for cash (pro rata among the Investors exercising the Put Option shall not have been exercised prior based on the number of Put Shares specified in their Put Notices). With respect to the Put Termination DateShares that the Company is unable to purchase pursuant to the preceding sentence, all rights each Investor shall have the option to either retain the unrepurchased Put Shares or receive a promissory note in the principal amount equal to the Put Price for the unrepurchased Put Shares, bearing interest at the rate of ten percent (10%) per annum (with quarterly interest payments), payable in eight (8) equal quarterly installments with a final maturity date two (2) years from the date of issuance, and otherwise in form and substance reasonably acceptable to such Investor. (d) For the avoidance of doubt, each Investor shall be entitled to any dividends, distributions or return of capital relating to the Put Shares which are the subject of the Sellers relevant Put Notice which were declared or otherwise had a record date on or before the Settlement Completion, even if the payment date is after the Settlement Completion. Until Settlement Completion, each Investor shall be entitled to all of its rights as a stockholder (or attached to such Put Shares) whether under this Agreement, Applicable Law or otherwise. (e) After delivery of a Put Notice to the Company but prior to Settlement Completion, each Investor shall have the right (but not the obligation) in its sole discretion to withdraw the Put Notice and its exercise of the Put Option shall expire. In consideration of thereunder by written notice to the grant Company at any time or times. (f) The calculation by the Purchaser each Investor of the Put OptionPrice or Put Price Per Share as set forth in the Put Notice shall be binding and conclusive for all purposes, absent manifest error. (g) The Company shall notify the Sellers shall pay Investors promptly, and in any case no later than one (1) Business Day, following the occurrence of a Plan Put Trigger Event, Put Trigger Event or Threshold Put Trigger Event, setting forth in reasonable detail the circumstances giving rise to the Purchaser on the date of this Agreement $40,000,000 (the “such Plan Put Option Fee”) by wire transfer to a bank account specified in writing by PurchaserTrigger Event, Put Trigger Event or Threshold Put Trigger Event.