Examples of Put Right Shares in a sentence
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.
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”).
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.
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.
In no event shall the Company be obligated to purchase any shares of the Remaining Put Right Shares or any other Capital Stock pursuant to this Section 8.
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.
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 Company will determine whether to purchase the Remaining Put Right Shares and, within forty-five (45) days after the Company’s receipt of the Put Right Notice, the Company shall give written notice to the Terminated Party and Safeway if it elects to purchase any of the Remaining Put Right Shares.
Notwithstanding the foregoing, the Company shall be entitled to exercise the Re-exercise Right no more than three times (excluding the initial exercise of the Put Right) and each exercise of the Re-exercise Right shall be in the amount of at least $1,000,000, unless the Put Right Purchase Price associated with all remaining Put Right Shares is less than $1,000,000 in which case the Company shall be entitled to exercise the Re-Exercise Right notwithstanding the foregoing.
At the Put Right Closing, the Company will deliver to the Purchaser a certificate registered in the Purchaser's name representing the Put Right Shares to be purchased by the Purchaser at the Put Right Closing.