Common use of Put Option Closing Clause in Contracts

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified the Company of such Holder’s intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, the Company will deliver to the Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder, or, at the option of Holder in its sole discretion by a Note in the form attached hereto as Exhibit C, duly executed by the Company, payable to the Holder in the principal amount of the Put Price, which Junior Subordinated Note shall constitute a “Junior Subordinated Note” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)

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Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified the Company Parent of such Holder’s intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder of the Put Shares Share will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, the Company Parent will deliver to the Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder, Holder or, at the option of Holder in its sole discretion by discretion, a Note promissory note in the form attached hereto as of Exhibit CA.2, duly executed by the CompanyLoan Parties, payable to the Holder in the principal amount of the Put Price, Price which Junior Subordinated Note promissory note shall constitute a “Junior Senior Subordinated Note” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put SharesShares and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has the Holders have notified the Company Parent of such Holder’s Holders' intention to exercise the Put Option (a "Put Option Closing") shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder Holders of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, the Company Parent will deliver to the Holder Holders the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, or, at the option of such Holder in its sole discretion by a Note in the form attached hereto as Exhibit CA-1, duly executed by the CompanyUS Loan Parties, payable to the such Holder in the principal amount of the Put Price, Price which Junior Subordinated Note shall constitute a “Junior Subordinated "Note" for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Corrpro Companies Inc /Oh/)

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has the Holders have notified the Company Parent of such Holder’s Holders’ intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder Holders of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, the Company Parent will deliver to the Holder Holders the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, or, at the option of such Holder in its sole discretion by a Note in the form attached hereto as Exhibit CA-1, duly executed by the CompanyUS Loan Parties, payable to the such Holder in the principal amount of the Put Price, Price which Junior Subordinated Note shall constitute a “Junior Subordinated Note” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (American Capital Strategies LTD)

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Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified the Company Topco of such Holder’s intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder of the Put Shares Share will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, the Company Topco will deliver to the Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder, Holder or, at the option of Holder in its sole discretion by discretion, a Note promissory note in form and with terms identical to those of the form attached hereto as Exhibit CSenior Subordinated Notes, duly executed by the CompanyLoan Parties, payable to the Holder in the principal amount of the Put Price, which Junior Subordinated Note shall constitute a “Junior Subordinated Note” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put SharesShares and the remaining amounts due shall be paid by delivery of a note in accordance with Section 10.4.

Appears in 1 contract

Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)

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