Closing of Purchase; Payment of Purchase Price. Subject to Section 5(f), the closing of a purchase pursuant to this Section 5 shall take place at the principal office of the Company no later than the 90th day following the Determination Date (or, in the case of a purchase pursuant to Section 5(b), no later than 10 business days following the Company’s receipt of written notice from the Employee pursuant to Section 5(b)). At the closing, (i) the Company or the CD&R Investors, as the case may be, shall, subject to Section 5(e), pay the Purchase Price to the Employee and (ii) if the Employee actually holds any certificates or other instruments representing the Shares so purchased, the Employee shall deliver to the Company such certificates or other instruments, appropriately endorsed by the Employee or directing that the shares be so transferred to the purchaser thereof, as the Company may reasonably require.
Closing of Purchase; Payment of Purchase Price. Subject to Section 5(f), the closing of a purchase pursuant to this Section 5 shall take place at the principal office of the Company no later than the 90th day following the Determination Date. At the closing, (i) the Company or the Investor, as the case may be, shall, subject to Section 5(d), pay the Purchase Price to the Employee and (ii) the Employee shall deliver to the Company such instruments effectuating such purchase as the Company or the Investor, as the case may be, shall reasonably request. Notwithstanding the foregoing, if the Determination Date occurs during the first or last fiscal quarter of any fiscal year, the Company or the Investor, as the case may be, may elect to pay the Purchase Price in two installments, as follows: (i) at the closing the Company or the Investor, as the case may be, shall pay to the Employee an amount (the “First Installment Amount”) equal to at least 80% of the excess of (A) the aggregate Fair Market Value of the shares covered by the Covered Options being purchased, determined on the basis of the most recent available annual valuation of the shares over (B) the aggregate Option Price for such Covered Option, and (ii) no later than the fifteenth business day following the Board’s next determination of the Fair Market Value, the Company or the Investor, as the case may be, shall pay the excess, if any, of the (A) Purchase Price for the Covered Options calculated using such subsequent determination of Fair Market Value over the First Installment Amount or, if the First Installment Amount exceeds the Purchase Price, the Company shall so notify the Employee, who shall promptly repay any such excess to the Company or the Investor, as the case may be.
Closing of Purchase; Payment of Purchase Price. The closing of a ---------------------------------------------- purchase pursuant to this Section 6 shall take place at the principal office of the Company on the tenth business day following whichever of the following is applicable: (i) the receipt by the Employee (or his estate) of the notice of the - Company or the Fund, as the case may be, of its exercise of its option to purchase any of the Covered Securities pursuant to Section 6(a) or (ii) the -- Board's determination (which shall be delivered to the Employee) that the Company is authorized to purchase a stated number of Shares as a result of Unforeseen Personal Hardship pursuant to Section 6(b). At the closing, (i) the - Company or the Fund, as the case may be, shall pay to the Employee (or his estate) an amount equal to the Purchase Price and (ii) the Employee (or his -- estate) shall deliver to the Company or the Fund, as applicable, such certificates or other instruments representing the Covered Securities so purchased, appropriately endorsed by the Employee (or his estate), as the Company or the Fund, as applicable, may reasonably require.
Closing of Purchase; Payment of Purchase Price. Subject to Section 6(f), the closing of a purchase pursuant to this Section 6 shall take place at the principal office of the Company no later than the 100th day following the Determination Date (or, in the case of a purchase pursuant to Section 6(b), no later than 10 business days following the Company’s receipt of written notice from the Employee pursuant to Section 6(b)). At the closing, (i) the Company shall, subject to Section 6(e), pay the Purchase Price to the Employee and (ii) if the Employee actually holds any certificates or other instruments representing the Shares so purchased, the Employee shall deliver to the Company such certificates or other instruments, appropriately endorsed by the Employee or directing that the shares be so transferred to the purchaser thereof, as the Company may reasonably require.
Closing of Purchase; Payment of Purchase Price. Subject to Section 6, the closing of a purchase pursuant to this Section 4 shall take place at the principal office of the Company on the tenth business day following whichever of the following is applicable: (i) the receipt by the Purchaser (or the Purchaser’s estate) of the notice of the Company of its exercise of its right to purchase any of the Shares pursuant to Section 4(a), (b) or (c), as the case may be. At the closing, (i) the Company, shall pay to the Purchaser (or the Purchaser’s estate) an amount equal to the purchase price as determined in accordance with Section 4(a), (b) or (c), as the case may be, and (ii) the Purchaser (or the Purchaser’s estate) shall deliver to the Company such certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser (or the Purchaser’s estate), as the Company may reasonably require.
Closing of Purchase; Payment of Purchase Price. Subject to Section 6(e), the closing of a purchase pursuant to this Section 6 shall take place at the principal office of the Company no later than the date that is 30 days after the six-month anniversary of the Termination Date or Discovery Date, as applicable. At the closing, (i) the Company shall, subject to Section 6(d), pay the Purchase Price to the Participant (or the Participant’s estate) and (ii) the Participant (or the Participant’s estate) shall deliver to the Company such certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Participant (or the Participant’s estate) or directing that the Shares be so transferred to the purchaser thereof, as the Company may reasonably require. If the Closing of the purchase occurs prior to the Discovery Date, the Participant shall, within 30 days of notice from the Company of the breach of the Restrictive Covenant Obligation, pay the Company the excess, if any, of the repurchase price paid over the lower price payable due to the breach of Restrictive Covenant Obligation.
Closing of Purchase; Payment of Purchase Price. Subject to Section 10, the closing of a purchase of any Covered Options pursuant to this Section 5 shall take place at the principal office of Worldwide on the tenth business day following the receipt by the Grantee (or his estate) of Worldwide's or the CD&R Fund's, as the case may be, notice of exercise of its right to purchase any such Covered Options pursuant to Section 5(c). At the closing, (i) subject to the proviso below, Worldwide or the CD&R Fund, as the case may be, shall pay the Purchase Price to the Grantee (or his estate) for the Covered Options being purchased by delivery of a check for such Purchase Price payable to the order of the Grantee (or his estate) and (ii) the Grantee (or his estate) shall deliver to Worldwide such instruments as Worldwide may reasonably request, signed by the Grantee (or his estate), free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature; provided, however, that if the Determination Date occurs during the first or last fiscal quarter of any Fiscal Year, Worldwide or the CD&R Fund, as the case may be, may defer the payment of a portion of the Purchase Price for the Covered Options being purchased until the tenth business day following receipt by Worldwide of the Applicable Share Valuation (such tenth business day, the "Deferred Payment Date"). In the event of any such deferral, (i) at the closing of the purchase of the Covered Options, Worldwide or the CD&R Fund, as the case may be, shall pay to the Grantee (or his estate) an amount (the "First Installment Amount") equal to 80% of the excess of (A) the aggregate Fair Market Value of the Shares then covered by the Covered Options being purchased, determined on the basis of the most recent available annual valuation of the Shares, over (B) the aggregate Option Price for such Shares, and (ii) no later than the Deferred Payment Date, Worldwide or the CD&R Fund, as the case may be, shall pay an additional amount to the Grantee (or his estate) equal to the excess, if any, of (A) the sum of (1) the Purchase Price for the Covered Options being purchased and (2) an amount calculated by multiplying the First Installment Amount by a percentage equal to the average annual cost to Worldwide and the Subsidiaries of their bank indebtedness obligations outstanding during the period that payment of a portion of the Purchase Price is delayed hereunder or, if there are...
Closing of Purchase; Payment of Purchase Price. Subject to Section 11, the closing of a purchase of any Remaining Options or Vested Options, as the case may be, pursuant to this Section 5 shall take place at the principal office of the Company on the tenth business day following the receipt by the Grantee (or his or her estate) of the Company’s or the North Castle Fund’s, as the case may be, notice of exercise of its right to purchase any such Remaining Options or Vested Options, as the case may be, pursuant to Section 5(c). At the closing, the Company or the North Castle Fund, as the case may be, shall pay the Purchase Price to the Grantee (or his or her estate) for the Remaining Options or Vested Options, as the case may be, being purchased by delivery of a check for such Purchase Price payable to the order of the Grantee (or his or her estate) and (ii) the Grantee (or his or her estate) shall deliver to the Company such instruments as the Company may reasonably request, signed by the Grantee (or his or her estate), free and clear of all security interests, liens, claims, encumbrances, charges, options, restrictions on transfer, proxies and voting and other agreements of whatever nature.
Closing of Purchase; Payment of Purchase Price. Subject to Section 12(e), the closing of a purchase pursuant to this Section 12 shall take place at the principal office of the Company no later than the 90th day following the Determination Date. At the closing, (i) the Company or the Sponsors, as the case may be, shall, subject to Section 12(d), pay the Purchase Price to the Employee and (ii) if the Employee actually holds any certificates or other instruments representing the Restricted Shares so purchased, the Employee shall deliver to the Company such certificates or other instruments, appropriately endorsed by the Employee or directing that the Restricted Shares be so transferred to the purchaser thereof, as the Company may reasonably require.
Closing of Purchase; Payment of Purchase Price. Subject to ---------------------------------------------- Section 11, the closing of a purchase pursuant to this Section 6 shall take place at the principal office of Holding on the tenth business day following whichever of the following is applicable: (i) the receipt by the Purchaser (or - his estate) of the notice of Holding or the CD&R Fund, as the case may be, of its exercise of its option to purchase any of the Shares pursuant to Section 6(a) or (ii) Holding's receipt of notice from the Purchaser (or his estate) -- requiring Holding to purchase all of the Shares pursuant to Section 6(a) or (iii) the Holding Board's determination (which shall be delivered to the --- Purchaser) that Holding is authorized to purchase Shares as a result of Unforeseen Personal Hardship pursuant to Section 6(b). At the closing, (i) - subject to the proviso below, Holding or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) cash or immediately available funds in an amount equal to the Purchase Price and (ii) the Purchaser (or his estate) -- shall deliver to Holding such certificates or other instruments representing the Shares so purchased, appropriately endorsed by the Purchaser (or his estate), as Holding may reasonably require; provided, however, that if the Determination Date occurs during the first or last fiscal quarter of any fiscal year of Holding, Holding or the CD&R Fund, as the case may be, may elect to pay the Purchase Price in two installments. In any such event, (i) at the closing of - the purchase of the Shares, Holding or the CD&R Fund, as the case may be, shall pay to the Purchaser (or his estate) an amount (the "First Installment Amount") ------------------------ equal to 80% of the Fair Market Value of the Shares, determined pursuant to Section 7(a) hereof on the basis of the most recent available valuation of the Shares, and (ii) no later than the tenth -- business day following receipt by Holding of the Applicable Share Valuation, Holding or the CD&R Fund, as the case may be, shall pay an additional amount to the Purchaser (or his estate) equal to the sum of (1) the excess (the "Excess - ------ Payment"), if any, of (A) the Purchase Price for the Shares, over (B) ------- - - the First Installment Amount and (2) interest on the Excess Payment for the - period commencing on the closing date of the purchase of the Shares and ending on the date of payment of such additional amount pursuant to this clause (ii) at the average annual...
