Put Closing Date Clause Samples

Put Closing Date. The obligation of each Buyer hereunder to purchase the Put Preferred Shares at the Put Closing is subject to the satisfaction, at or before the Put Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (i) The Company shall have complied with the requirements of Section 1(d) and all of the Put Notice Conditions set forth in Section 1(e) shall have been satisfied. (ii) The Articles Supplementary shall be in full force and effect and shall not have been amended since the Put Closing Date, and a copy thereof certified by the Secretary of State of the State of Maryland shall have been delivered to such Buyer. (iii) The Common Stock shall be authorized for listing on AMEX, the Nasdaq National Market or NYSE, trading in the Common Stock issuable upon conversion of the Put Preferred Shares and the exercise of the related Warrants to be traded on AMEX, the Nasdaq National Market or NYSE shall not have been suspended by the SEC, AMEX, The Nasdaq Stock Market, Inc. or NYSE and all of the Conversion Shares issuable upon conversion of the Put Preferred Shares and exercise of the related Warrants to be sold at the Put Closing shall be listed upon AMEX, the Nasdaq National Market or NYSE. (iv) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Put Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Put Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Put Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, without limitation, an update as of the Put Closing Date regarding the representation contained in Section 3(c) above. (v) Such Buyer shall have received the opi...

Put Closing Date. See Section 11.2.

Put Closing Date. The term .”Put Closing Date” shall have the meaning set forth in Section 4.l (e)(i).

Put Closing Date. (a) Subject to Section 8.7, the closing date of the purchase and sale of Plan Shares with respect to which the Put Option has been exercised by Fiduciary Counselors (the “Put Closing Date”) will be the 30th calendar day after such notice is delivered to Northwest (or, if such date is not a Business Day, the next succeeding Business Day), or such other date as Northwest and Fiduciary Counselors may agree. However, Northwest will have the right at any time, subject to clause (f) of this Section 8.2, but no later than five Business Days prior to such 30th calendar day, to defer such Put Closing Date beyond such 30th calendar day (such fifth Business Day preceding such 30th calendar day being referred to as the “Deferral Election Deadline”) for the applicable additional period described below in this Section 8.2 in order to enable Northwest to arrange for the Plan Shares as to which the Put Option has been exercised (together with other Pinnacle Corp. Shares, if Northwest so elects) to be sold in an IPO or other registered public offering or to a third party selected by Northwest. (b) The maximum period by which Northwest may defer a particular Put Closing Date will be determined by the amount of Northwest Liquidity as of the date of the latest internal financial reports that are available when the deferral election is made by Northwest: (i) If Pinnacle Corp. has not yet consummated an IPO by the Put Exercise Date and the aggregate value of all Pinnacle Corp. Shares theretofore contributed to the Plans is equal to or less than $225,000,000 (as measured at the time of each respective Contribution): (A) If Northwest Liquidity is equal to or greater than $1,750,000,000, Northwest may defer the Put Closing Date for up to an additional 150 days; (B) If Northwest Liquidity is equal to or greater than $1,500,000,000 and less than $1,750,000,000, Northwest may defer the Put Closing Date for up to an additional 90 days; (C) If Northwest Liquidity is equal to or greater than $1,250,000,000 and less than $1,500,000,000, Northwest may defer the Put Closing Date for up to an additional 60 days. (ii) If Pinnacle Corp. has not yet consummated an IPO by the Put Exercise Date and the aggregate value of all Pinnacle Corp. Shares theretofore contributed to the Plans is greater than $225,000,000 (as measured at the time of each respective Contribution) and equal to or less than $325,000,000: (A) If Northwest Liquidity is equal to or greater than $1,750,000,000, Northwest may defe...

Put Closing Date. The Holder shall fix the date (a “Put Closing Date”) for the exercise of a Preferred Put Option no earlier than ten (10) but not more than thirty (30) Business Days after the Put Notice is deemed to be delivered.

Put Closing Date. St. ▇▇▇▇▇▇ shall fix the date (a “Put Closing Date”) for the exercise of a Put Option no earlier than ten (10) but not more than thirty (30) Business Days after the Put Notice is deemed to be delivered as set forth in SECTION 5.1 hereof.

Put Closing Date. See Section 11.2. Put Date. The earliest to occur of the following events: (i) repayment in full of the Note, (ii) the maturity of the Note (whether by stated maturity, acceleration or otherwise), (iii) the fifth anniversary of the Closing Date, (iv) any issuance by the Company of any capital stock (other than the Warrant Shares and shares of Common Stock issued pursuant to the options and warrants listed on Schedule 4.3(b)) for less than fair market value as determined by an appraiser satisfactory to BankBoston, or (v) the consummation of an IPO by the Company. For purposes of clause (iv) above, the "fair market value" of the shares of Common Stock to be issued pursuant to options and warrants shall be determined as of the date of grant of such option or warrant, and the consideration paid for such shares shall equal the sum of (x) the cash price (if any) paid by the grantee for such option or warrant, plus (y) the exercise price specified in such option or warrant.