Examples of Put Right Shares in a sentence
Consultant shall have the right but not the obligation (the "Put Right") for a period of 30 days following the second anniversary of the Effective Time (the "Thirty-Day Window") to require the Company to repurchase the Put Right Shares, free and clear of all liens, proxies, voting restrictions and other encumbrances for $.10 per share or $1,000,000 in the aggregate.
Upon Consultant's exercise of his Put Rights, the Company shall repurchase the Put Right Shares by lump-sum payment payable to Consultant within 30 days of the Company's receipt of such notice of exercise.
Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Notes, the Common Shares and the Put Right Shares under the Securities Act of 1933, as amended (the “1933 Act”).
On or promptly after January 1, 2006, the Company shall issue to Consultant 10,000,000 shares of the Common Stock, $.001 par value per share ("Common Stock"), of the Company (such shares, as the same may be adjusted by stock split, stock dividend or combination of shares and including any dividends or distributions of securities or property paid thereon being hereinafter referred to collectively as the "Put Right Shares") for a purchase price of $.001 per share (or $10,000.00 in the aggregate).
The Consultant agrees that he will not Transfer (as defined below) any of the Put Right Shares and any shares held by Consultant as a result of any exercise of the Options (collectively, the "Shares"), except in accordance with the terms of this Agreement.
Consultant acknowledges that the fair market value of the Put Right Shares may exceed the purchase price therefore and has consulted his tax advisors with respect to the Federal and state income tax consequences of such stock issuance.
The Put Right Notice shall specify the number of Put Right Shares.
The closing of the purchase and sale of the Put Right Shares (the "PUT RIGHT CLOSING") will take place at 10:00 a.m. on the date specified in the Sale Notice (the "PUT RIGHT CLOSING DATE") at the offices of Venture Law Group, 0000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, or such other time and place as the Company and the Purchaser shall agree upon.
The purchase of the Put Right Shares shall occur no later than the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the determination of the Fair Market Value of such Shares.
We have also assumed that the Shares, Convertible Note Shares and Put Right Shares will be sold as described in the Registration Statement.