Put option stock purchase agreement
Follow Put Option clause. Click to sign-up for email updates. The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods the "Put Period": If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect.
The Put Notice shall specify the date on put option stock purchase agreement the closing of the purchase of the Put Shares shall take place the "Put Closing Date"which such date shall be no earlier than ten 10 days but no later than thirty 30 days from the date of the Put Notice.
On or before the Put Closing Date, Lender will deliver to the Company the certificate s representing the Put Shares duly endorsed for transfer by Lender or accompanied by put option stock purchase agreement executed stock powers in blank and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a put option stock purchase agreement designated by Lender.
The Company and Lender acknowledge and agree that the Company's obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender's right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender's right to exercise the Put Option shall not be transferred or assigned to any third party.
The Company shall send written notice of the proposed Fundamental Transaction In the event of a Prohibited Transfer, the Purchasers shall have the option to sell to the Put option stock purchase agreement Seller a number of shares of Common Stock of the Company either directly or through delivery of Preferred Stock equal to the number of shares that the Purchasers would have been entitled to sell had such Prohibited Transfer been effected in accordance with Article 1 hereof, on the following terms and conditions:.
Subject to the limitations provided in this Section 3. The Put Option may be exercised as to any portion of a Warrant. The put put option stock purchase agreement shall be exercisable only by a Participant, by put option stock purchase agreement Participants donees, or by a person including an estate or its distributee to whom the Company Stock passes by reason of a Participants death.
Under this Section The put option must permit a Participant to put the Company Stock to the Employer. Under no circumstances may the put option bind the Plan. However, it shall grant the Plan an option to assume the rights and obligations of the Employer at the time that the put option is exercised. If it is known at the time a loan is made that Federal or State law will be violated by the Employer honoring such put option, the put option must permit the Company Stock to be put, in a manner consistent with such law, to a third put option stock purchase agreement e.
The put option shall commence as of the day following the put option stock purchase agreement the Company Stock is distributed to the Former Participant and end 60 days thereafter and if not put option stock purchase agreement within such day period, an additional day option shall commence on the first day of the fifth month of the Plan Year next following the date the stock was distributed to the Former Participant or such other day period as provided in IRS Regulations.
However, in the case of Company Stock that is publicly traded without restrictions when distributed but ceases to be so traded within either of the day periods described herein after such distribution, put option stock purchase agreement Employer must notify each holder of such Company Stock in writing on or before the tenth day after the date the Company Stock ceases to be so traded that for the remainder of the applicable day period the Company Stock is subject to the put option.
The number of days between the tenth day and the date on which notice is actually given, if later than the tenth day, must be added to the duration of the put option. The notice must inform distributees of the term of the put options that they are to hold. The terms must satisfy the requirements of this Section The put option is exercised by the holder notifying the Employer in writing that the put option is being exercised; the notice shall state the name and address of the For so long as the Companys shares are readily tradable on an established market, the Company shall not be required to provide the Participant or Beneficiary with an option to put the shares to the Company, in accordance with Section h of the Code.
The Majority Noteholders may, at their option, put all or any portion of the Note Principal Balance of the Notes to the Issuer on any date upon giving notice in the manner set forth in Section On each Put Date, the Issuer shall purchase the Note Principal Balance in the manner specified in and subject to the provisions of Section Upon Shareholders retirement, death or disability each a Triggering EventShareholder or Shareholders personal representative or other successor in interest Successoras the case may be, may require the Company to repurchase all or any portion of the Shares held by Shareholder or Shareholders Successor the Put Option in accordance with the terms of this Section 3; provided, however, that if a Triggering Event occurs prior to December 26,such Triggering Event shall, for purposes of this Agreement, be deemed to occur as of December 26, The term disability means a mental or physical impairment which occurs while Shareholder is an put option stock purchase agreement of the Company or any subsidiary of the Company and which is expected to result in death or which has lasted or is expected to last for a continuous period of Except as otherwise agreed in writing by the Company and a Manager, if any Manager ceases to be employed by the Company or any of its subsidiaries as a result of such Managers death or Disability and if and to the extent permitted by the Internal Revenue Code including Section A thereofsuch Manager or such Managers estate or legal representatives and such Managers Designees shall have the right to require the Company, on 30 days prior notice, out of funds legally available therefor, to repurchase all or any portion of such Managers Covered Management Shares on a date that is a at least six months after the date on which such Manager or Manager Designee first exercised the Options underlying such Management Shares or, in the case of shares of Stock, acquired such Management Shares and b less than one year after such Manager ceases to be employed by the Company or any of its subsidiaries.
The purchase price per Share for each such Share that is a Vested Share shall be equal to the Fair Market Value of such Share and the purchase price per Share for each such Share that is an Unvested Share determined as of the date of termination shall be equal to the lower of Cost or Fair Market Value of such Share.
Subject to Section 6.