CME Group Regular Put Sample Clauses

CME Group Regular Put. Subject to the proviso to the next sentence, following the Blackout Period, CME Group shall have the right, at any time, to deliver to MH an FMV Determination Request, in which case FMV shall be determined in accordance with Section 9.5. For a period of 15 Business Days following determination of FMV pursuant to such FMV Determination Request, CME Group shall have the right (but not the obligation) to deliver to MH a written notice (a “CME Group Regular Put Notice”) stating that CME Group elects to sell to MH at least 20% of the CME Group Members’ Membership Interests for a purchase price equal to FMV multiplied by the Percentage Interest covered by the CME Group Regular Put, payable in cash, and, upon delivery of such CME Group Regular Put Notice, MH, or such Affiliate(s) of MH as may be designated by MH, shall be required to purchase such Membership Interests (or portions thereof) at such price in accordance with Section 9.4 (such purchase and sale, a “CME Group Regular Put”); provided that (i) CME Group may not deliver a CME Group Regular Put Notice more than once in any one (1) year period, (ii) CME Group may not deliver more than one CME Group Regular Put Notice covering less than all of the CME Group Membership Interests; (iii) CME Group may not deliver a CME Group Regular Put Notice covering less than all of the CME Group Membership Interests that, if consummated, would result in CME Group having a Parent Aggregate Percentage Interest of less than the Lower Threshold; (iv) if CME Group delivers an FMV Determination Request pursuant to the preceding sentence but does not deliver a CME Group Regular Put Notice within the 15 Business Day period following such determination of FMV, CME Group may not deliver another FMV Determination Request pursuant to this Section 9.3(a) until two (2) years after the last day of such 15 Business Day period; (v) if CME Group delivers a CME Group Regular Put Notice after the date that MH has entered into a definitive agreement relating to the sale of all of the MH Members’ Membership Interests or the Company as a whole, but prior to the consummation of such sale, FMV of the Company for purposes of such CME Group Regular Put shall be, in the case of the sale of the Company as a whole, the amount that the Third-Party Acquirer proposes to pay as set forth in the agreements providing for such Transfer and, in the case of a sale of all of the MH Members’ Membership Interest, the amount that the Third-Party Acquirer proposes t...
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Related to CME Group Regular Put

  • Regular Record Date 6 Securities........................................ 6

  • Regular Vesting Except as otherwise provided in the Plan or in this Section 2, your RSUs will vest ratably in three (3) equal annual increments commencing on the first anniversary of the Date of Grant.

  • Regular Record Dates May 1 and November 1. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

  • Regular Distributions Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series H Preferred Units, the holders of Series H Preferred Units shall be entitled to receive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, monthly cumulative cash distributions at the following rates per annum on the $1,000 liquidation preference per Series H Preferred Unit:

  • Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or whenever the Depositary and the Company shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Company with respect to or otherwise in accordance with the terms of the Stock) for the determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who shall be entitled to notice of such meeting or for any other appropriate reasons.

  • Common Stock Record Date Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated, the date on which submission of the Notice of Exercise was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required herein) and payment of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date; provided, however, that if the date of submission of the Notice of Exercise is a date upon which the Common Stock transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.

  • Regular Benefits The Executive shall also be entitled to participate in any and all employee benefit plans, medical insurance plans, life insurance plans, disability income plans, retirement plans, bonus incentive plans and other benefit plans from time to time in effect for senior executives of the Employer. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Employer and (iii) the discretion of the Board of Directors of the Employer or any administrative or other committee provided for in or contemplated by such plan.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Regular Floating Rate Note Unless this Note is specified on the face hereof as a Floating Rate/Fixed Rate Note, this Note (a “Regular Floating Rate Note”) will bear interest at the rate determined by reference to the applicable Interest Rate Basis or Interest Rate Bases: (1) plus or minus the applicable Spread, if any; and/or (2) multiplied by the applicable Spread Multiplier, if any. Commencing on the first Interest Reset Date, the rate at which interest on this Regular Floating Rate Note is payable will be reset as of each Interest Reset Date; provided, however, that the interest rate in effect for the period, if any, from the Original Issue Date to the first Interest Reset Date will be the Initial Interest Rate.

  • Stock Dividends, Distributions, Etc If, while this Pledge Agreement is in effect, Pledgor becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Pledgor shall accept such securities or other property on behalf of and for the benefit of the Company as additional security for Pledgor's obligations under the Note and shall promptly deliver such additional security to the Company together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder.

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