Common use of Exercise of Purchase Option Clause in Contracts

Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns, as the case may be) executed by the Company or the Designated Purchaser, as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type of Management Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, the certificates evidencing the number of Management Securities to be purchased by the Company and/or its Designated Purchaser, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, good title to such of the Management Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities in cash by certified or bank cashier’s check.

Appears in 3 contracts

Samples: Securities Holders Agreement (Sheridan Group Inc), Securities Holders Agreement (Sheridan Group Inc), Securities Holders Agreement (Sheridan Group Inc)

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Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or his or her such Management Investor's heirs, executors, administrators, transferees, successors or assigns) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be) executed by the Company or the Designated Purchaser, as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type of Management Securities Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 ten days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, deliver the certificates evidencing the number of Management Securities Incentive Shares to be purchased by the Company and/or its Designated Purchaserdesignee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, designee(s) good title to such of the Management Securities Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, designee(s) shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities Incentive Shares in cash or by certified or bank cashier’s 's check.

Appears in 2 contracts

Samples: Securities Purchase and Holders Agreement (Royster-Clark Nitrogen Realty LLC), Securities Purchase and Holders Agreement (Royster-Clark Nitrogen Realty LLC)

Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or his or her heirs, executors, administrators, transferees, successors or assignsassigns and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) signed by an officer of the Company on behalf of the Company or by its designee(s), as the case may be) executed by the Company or the Designated Purchaser, as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type of Management Incentive Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, deliver the certificates evidencing the number of Management Incentive Securities to be purchased by the Company and/or its Designated Purchaserdesignee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, designee(s) good title to such of the Management Securities Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, designee(s) shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities in cash by certified or bank cashier’s 's check.

Appears in 1 contract

Samples: Holders Agreement (Erico Products Inc)

Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns, as assigns and the case may bepersons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) executed signed by an officer of the Company or on behalf of the Designated Purchaser, as the case may be, given at any time not later than the Option Termination DateCompany. Such notice shall set forth the number and type of Management Incentive Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, deliver the certificates evidencing the number of Management Incentive Securities to be purchased by the Company and/or its Designated Purchaserdesignee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, holders of the Common Stock good title to such of the Management Incentive Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, holders of the Common Stock shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities in cash by certified or bank cashier’s check.

Appears in 1 contract

Samples: Stockholders Agreement (Southern Graphic Systems, Inc.)

Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns, as the case may be) executed by the Company or the Designated PurchaserCompany's designee(s), as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type (i.e., Vested Shares or Unvested Shares) of Management Incentive Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, deliver the certificates evidencing the number of Management Incentive Securities to be purchased by the Company and/or its Designated Purchaserdesignee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaserdesignee(s), as the case may be, good title to such of the Management Incentive Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaserdesignee(s), as the case may be, shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Incentive Securities in cash or by certified or bank cashier’s plain check.

Appears in 1 contract

Samples: Securities Holders Agreement (Polaroid Holding Co)

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Exercise of Purchase Option. The Purchase Option shall be --------------------------- exercised by written notice to the terminated Management Investor (or his or her heirs, executors, administrators, transferees, successors or assignsassigns and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) signed by an officer of the Company on behalf of the Company or by its designee(s), as the case may be) executed by the Company or the Designated Purchaser, as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type of Management Incentive Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, deliver the certificates evidencing the number of Management Incentive Securities to be purchased by the Company and/or its Designated Purchaserdesignee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, designee(s) good title to such of the Management Securities Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, designee(s) shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities in cash by certified or bank cashier’s 's check.

Appears in 1 contract

Samples: Holders Agreement (Delco Remy International Inc)

Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns, as the case may be) executed by the Company or the Designated Purchaser, as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type of Management Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than the later of (A) 60 days after the date such notice is sentsent and (B) five days after the final determination of the Fair Market Value Price pursuant to Section 4.3(a)(ii)(D). At such closingclosing (the “Option Purchase Closing”), the seller shall deliver, or cause to be delivered, the certificates evidencing the number of Management Securities to be purchased by the Company and/or its Designated Purchaser, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, good title to such of the Management Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities in cash by certified or bank cashier’s check.

Appears in 1 contract

Samples: Securities Holders Agreement (New Century Transportation, Inc.)

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