Closing of the Put Option Sample Clauses

Closing of the Put Option. (a) The closing of the purchase and sale of the Shares pursuant to the Put Option (the “Option Closing”) shall be held at the offices of Gxxxxxxxx Txxxxxx LLP, The MetLife Building, 200 Park Avenue, New York, New York, at 10:00 a.m. local time, on a date agreed to by the Stockholders and Buyer but no later than 10 Business Days after delivery by Buyer to the Stockholders of the Put Exercise Notice. Upon the Option Closing, this Agreement shall terminate and cease to have any force and effect, except for the provisions of Section 6.01 relating to any Party Action or any Party Action Expenses, and Articles 8 and 9, which shall survive the Option Closing in accordance with their terms.
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Closing of the Put Option. The closing of the purchase of Units pursuant to the Put Option shall take place as soon as practicable after the delivery of the Put Notice but in any event within ninety (90) days after the delivery of the Put Notice (which period may be extended by written agreement of the BR Member and the TPC Member). The Put Purchaser shall pay (or cause to be paid) the Put and Call Price to each Put Seller with respect to the Put Units to be purchased from each such Put Seller pursuant to the Put Option, at the TPC Member’s sole election, by (1) delivery of a cashier’s or certified check or wire transfer of funds to an account specified by such Put Seller, (2) in shares of Issuer Common Stock (via book entry issuance) representing value equal to the stock component of the Put and Call Price based upon the Trading Price of the Issuer Common Stock determined as of the date immediately preceding delivery of the Put Notice (rounded down to the nearest whole share), provided that the closing of the Put Option occurs within thirty (30) days following the delivery of the Put Notice or (3) a combination of (1) and (2) above having value equal to the Put and Call Price payable to such Put Seller with respect to the Put Units so purchased by the Put Purchaser. In the event that the closing of the Put Option occurs more than thirty (30) days following the delivery of the Put Notice, the TPC Member, on behalf of the Put Purchaser, may elect to re-allocate the cash and stock component of the Put and Call Price by providing the BR Member with written notice not less than fifteen (15) days prior to the closing date of the Put Option (the “Put Reallocation Notice”) specifying what portion of the Put and Call Price will be paid in cash and what portion of the Put and Call Price will be paid in shares of Issuer Common Stock. The number of shares of Issuer Common Stock issuable to the Put Sellers as a component of all or a portion of the Put and Call Price shall be based upon the Trading Price of the Issuer Common Stock determined as of the date immediately preceding the delivery of the Put Notice (rounded down to the nearest whole share), provided the closing of the Put Option occurs within thirty (30) days following the delivery of the Put Notice. In the event that the closing of the Put Option occurs more than thirty (30) days following the delivery of the Put Notice, the shares of Issuer Common Stock issuable to the Put Sellers will be based upon the Trading Price of the Issuer Co...
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Related to Closing of the Put Option

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • Closing of the Merger The closing of the Merger (the "Closing") will take place at a time and on a date to be specified by the parties, which shall be no later than the second business day after satisfaction of the latest to occur of the conditions set forth in Article 5 (the "Closing Date"), at the offices of Sperry Young & Stoecklein, 1850 X. Xxxxxxxo Xx., Xxxxx 000, Xxx Xxxxx, Xxxxxx, xxxxxx xxxxxxx xime, date or place is agreed to in writing by the parties hereto.

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

  • Closing of Repurchase The closing of the purchase of such Employee Units pursuant to Sections 6(c) above shall take place on the date designated by the Company in the Repurchase Notice. The Company (or its nominee) shall pay for such Employee Units to be purchased by delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to the Board and Employee; provided that such promissory note shall (A) accrue interest at the then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated maturity of five years, (C) provide that the principal and all accrued interest thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of principal and interest without penalty or premium and (E) be subordinated to any indebtedness for borrowed money of the Company and its Subsidiaries. In connection with the purchase of Employee Units hereunder, the Company shall be entitled to receive customary representations and warranties from the sellers regarding such sale of units (including representations and warranties regarding good title to such units, free and clear of any liens or encumbrances).

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). 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”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which 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 duly 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 bank 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.

  • Conditions to Closing of the Investors Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investors:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Purchase and Sale Termination Date The “Purchase and Sale Termination Date” with respect to any Originator shall be the earlier to occur of (a) the date the Purchase Facility is terminated with respect to such Originator pursuant to Section 8.2(a) and (b) the first Payment Date to occur following the day on which such Originator shall have given written notice to the Buyer, the Administrative Agent and each Group Agent at or prior to 10:00 a.m. (New York City time) that such Originator desires to terminate this Agreement.

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