Put Closings Clause Samples

Put Closings. On the first (1st) Trading Day following any Put Date, the Company shall have delivered to the Escrow Agent certificates for such number of shares of Common Stock, the Warrants and a certificate for such number of Warrant Shares issuable upon exercise of the Warrants and the Investor shall deliver to the Escrow Agent the Purchase Price for such Put in immediately available funds. On the Put Closing Date, upon the joint written directions of the Company and the Investor, the Escrow Agent shall deliver the certificates to the Investor and the Purchase Price to the Company. Additionally, on or prior to the Put Closing Date, each of the Company and the Investor shall deliver all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the certificates to the Investor shall occur out of escrow in accordance with the escrow agreement referred to in Section 6.2(o) following (x) the Company's deposit into escrow of the unlegended certificates representing the Put Shares and (y) the Investor's deposit into escrow of the Investment Amount.

Put Closings. On each Put Closing Date for a Put -------------- (i) the Company shall deliver in the form required pursuant to Article IX hereof to the Escrow Agent to be held in escrow, certificates representing the Put Shares to be purchased by the Investor pursuant to Section 2.1 herein, or if deliverable without legend pursuant to Article IX and if DTC eligible, deliver the Put Shares electronically by DTC or DWAC after the Put Date and on or prior to the Put Closing Date, registered in the name of the Investor or, at the Investor's option, deposit such certificate(s) into such account or accounts

Put Closings. On the sixth (6th) Trading Day following any Put Date, the Company shall deliver to the Escrow Agent a certificate for such number of shares of Common Stock, the Warrants to be purchased pursuant to the applicable Put Purchase Notice and a certificate for such number of Warrant Shares issuable upon exercise of the Warrants and the Investor shall deliver to the Escrow Agent the Purchase Price for such Put in immediately available funds. Additionally, on or prior to the Put Closing Date, each of the Company and the Investor shall deliver all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the certificates to the Investor shall occur out of escrow in accordance with the escrow agreement referred to in Section 6.2(k) following (x) the Company's deposit into escrow of the unlegended certificates representing the Put Shares and (y) the Investor's deposit into escrow of the Investment Amount.

Put Closings. (a) The purchase, upon exercise of the Put, of the Warrant Shares and the portion of the Warrant specified in the Put Exercise Notice shall take place not later than fifteen (15) business days after the delivery of the Put Exercise Notice at a time and place agreed on by the Exercising Holder and Holdings or ENTEX, as the case may be ("Put Closing"); provided, however, that Holdings or ENTEX, as the case may be, may, by written notice to the Holder, adjourn the time of the Put Closing to a date not later than forty-five (45) business days after the delivery of the Put Exercise Notice if such adjournment is required in order for ENTEX or Holdings, as the case may be, to (i) obtain any consents required under agreements pursuant to which either Holdings or ENTEX has incurred indebtedness or (ii) obtain any financing required to consummate the purchase contemplated by the Put Exercise Notice. At each Put Closing, (i) the exercising Holder will deliver to Holdings or ENTEX, as the case may be, a certificate or certificates representing the Warrant Shares being purchased pursuant to the Put Exercise Notice duly registered in the name of the purchaser or accompanied by stock powers duly endorsed in blank, free and clear of all liens, claims, charges and encumbrances, together with an instrument of assignment with respect to the portion of the Warrant which is the subject of the Put Exercise Notice in form satisfactory to the purchaser, assigning all of the exercising Holder's right, title and interest in and to the portion of the Warrant which is the subject of the Put Exercise Notice free and clear of all liens, claims, changes and encumbrances and (ii) the purchaser shall deliver the purchase price as provided in Section 8(f). (b) If neither Holdings nor ENTEX is able to purchase the Warrant or the Warrant Shares pursuant to a Put Exercise Notice, because (i) (x) such purchase is precluded by restrictions in agreements pursuant to which either Holdings or ENTEX has incurred indebtedness, and (y) consents to the waiver of such restrictions cannot be obtained, or (ii) such purchase would result in a violation of any law applicable to Holdings or ENTEX, as the case may be, then the Holder shall withdraw the Put Exercise Notice, and the Expiration Date shall be extended until such time as either Holdings or ENTEX is able to purchase the Warrant or the Warrant Shares subject to the Put, and at such time the Holder shall exercise the Put. (c) For purposes of this Ag...

Put Closings. On each Closing Date for a Put (i) the Company shall deliver to the Escrow Agent one or more certificates, at the Investor's option, representing the Put Shares to be purchased by the Investors pursuant to Section 2.1 herein, registered in the name of the Investors or, at the Investor's option, and (ii) the Investors shall deliver to escrow the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to the Escrow Agent on or before the Closing Date for each Put. In addition, on or prior to the Closing Date for each Put, each of the Company and the Investors shall deliver to the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the certificates to the Investors shall occur out of escrow in accordance with the conditions set forth above and those contained in the Escrow Agreement referred to in Section 7.2(n).

Put Closings. On each Closing Date for a Put (i) the Company shall deliver to the Escrow Agent for the benefit of the Investors one or more certificates, at the Investors option, representing the Put Shares to be purchased by the Investors pursuant to Section 2.1 herein, registered in the name of the Investors; and (ii) the Investors shall deliver to escrow the Investment Amount specified in the Put Notice by wire transfer of immediately available funds to the Escrow Agent on or before the Closing Date. In addition, on or prior to the Closing Date for a Put, each of the Company, the Placement Agent, and the Investors shall deliver to the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company, payment of Placement Agent fees as set forth in Section 13.7 below and delivery of the certificates to the Investors shall occur on the Closing Date for the applicable Put in accordance with the Escrow Agreement; provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investors counsel, the Escrow Agent and Placement Agent in accordance with Section 13.7, the amount of such fees, expenses and disbursements shall be paid out of the funds that the Escrow Agent is holding for the Company to the respective parties, in immediately available funds, at the direction of the Investors, with no reduction in the number of Put Shares issuable to the Investors on such Closing Date. The Company may not make a Put to the Investors: (i) until thirty days after the First Repricing Date, nor (ii) during the seven day period commencing three days prior to the Second Repricing Date, and ending three days after a Closing Date for the Second Repricing Date, and including the Closing Date for the Second Repricing Date.

Put Closings. On each Closing Date for a Put (i) the Company shall deliver to the Escrow Agent one or more certificates, at the Investor's option, representing the Put Shares to be purchased by the Investors pursuant to Section 2.1 herein, registered in the name of the Investor, and (ii) the Investors shall deliver to the Escrow Agent the Put Investment Amount specified in the Put Notice by wire transfer of immediately available funds to the Escrow Agent on or before the Closing Date. In addition, on or prior to the Closing Date, each of the Company and the Investors shall deliver to the Escrow Agent all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the certificates to the Investors shall occur out of escrow in accordance with the conditions set forth above and those contained in the Escrow Agreement referred to in Section 7.2(n); provided, however, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor's counsel in accordance with Section 13.7, the amount of such fees, expenses, and disbursements shall be paid in immediately available funds, at the direction of the Investor, to Investor's counsel with no reduction in the number of Put Shares issuable to the Investor on such Closing Date.

Put Closings