Payment of Put Option Price. The Put Option Price for the Option Shares under the Put Option shall be paid, at the election of the Member Representative, by either (x) bank cashiers' checks in immediately available funds payable to the order of the selling holders, or (y) wire transfer of immediately available funds to an account or accounts designated by the
Payment of Put Option Price. On or before the Second Business Day after receipt (physically or by facsimile) by the Escrow Agent of a copy of any Put Option Declaration of Acceptance (or, where the relevant Put Option Price cannot yet be calculated on such date, within 2 Business Days after the date on which it can be calculated), the Escrow Agent shall deliver by facsimile in accordance with Section 11.2 to Parent, the Shareholder Agent and the Company Shareholder by whom (or on whose behalf) the Put Option Declaration of Acceptance has been made (together the "Relevant Parties") a calculation of the Put Option Price (each a "Put Option Price Calculation"). If a Relevant Party disagrees with or disputes such Put Option Price Calculation, it shall on or before the second Business Day immediately following receipt of such Put Option Price Calculation from the Escrow Agent, send by facsimile to the Escrow Agent and the other Relevant Parties a notice ("Calculation Dispute Notice") to this effect, whereupon the Relevant Parties shall resolve such dispute in accordance with Section 11.9. If none of the Relevant Parties delivers a Calculation Dispute Notice within the period referred to in the preceding sentence, the Put Option Price Calculation shall be final and binding for the purposes of the relevant Put Option
Payment of Put Option Price. The Put Option Price for the Option Shares under the Put Option shall be paid, at the election of the Member Representative, by either (x) bank cashiers' checks in immediately available funds payable to the order of the selling holders, or (y) wire transfer of immediately available funds to an account or accounts designated by the Member Representative. Notwithstanding the foregoing, if the funds of the Company legally available to be paid for redemption of the Option Shares under applicable corporate law are insufficient to redeem all of the Option Shares, those funds which are legally available will be used to redeem the maximum possible number of Option Shares ratably among the Holders based upon the number of Option Shares held by each Holder, and the remaining Option Shares will be redeemed from the Holders by payment of a secured promissory note to each Holder with a principal amount equal to the balance of the purchase price for the Holder's Option Shares (each a "Note" and collectively, the "Notes"). Each Note (a) will bear interest at an annual rate equal to the lesser of (x) the highest interest rate permissible by law and (y) the rate announced from time to time by Bank America NT&SA as its reference rate plus 2%, adjusting quarterly, (b) shall provide for interest only to be payable quarterly and principal to be payable as provided below, (c) shall be secured by the number of Option Shares paid for using the Note, and (d) shall have a term of 2 years. On the last day of each calendar quarter following the closing of the purchase and sale of the Option Shares (each, a "Payment Date"), the Company will determine the cash amount legally available to the Company on the Payment Date that may be used to redeem shares of the Company's capital stock, and the Company will apply that amount toward repayment of the Notes, which payment will be applied ratably among the Holders based upon the number of Option Shares underlying the Notes held by the Holders on the Payment Date.
