Put Procedures Sample Clauses

The Put Procedures clause defines the specific steps and requirements that must be followed when a party exercises its right to sell (or "put") an asset, security, or interest back to another party under a contract. This clause typically outlines the notice period, the method of communication, documentation required, and any conditions that must be met for the put option to be validly exercised. For example, it may require written notice within a certain timeframe or specify how the price will be determined. The core function of this clause is to ensure a clear, orderly, and enforceable process for executing put rights, thereby reducing the risk of disputes and misunderstandings between the parties.
Put Procedures. The Executive Parties may elect to exercise the right to have the Holding Company purchase all or any portion of the Executive Securities by delivering written notice (the “Put Notice”), to the Holding Company. The Put Notice will set forth the number and type of shares of Executive Securities to be sold by such holder(s), the aggregate consideration to be paid for such shares and the time (which shall not be less than 30 days nor more than 90 days after the date the Put Notice is delivered) for the closing of the transaction. If any shares of Executive Securities are held by Permitted Transferees of Executive, the Holding Company shall purchase the shares required to be purchased from such holder(s) of shares of Executive Securities pro rata according to the number and type of shares of Executive Securities held by such holder(s) at the time of delivery of such Put Notice (determined as nearly as practicable to the nearest share).
View SourceView Similar (6)
Put Procedures. The Put Right is exercisable by the holder(s) of the Executive Stock delivering written notice (the "Put Notice") to the Company during the period beginning on the date 30 days after the Termination Date and ending of the date 90 days after the Termination Date. The Put Notice will set forth the number of shares of each class of Executive Stock to be sold by the holder(s).
View SourceView Similar (4)
Put Procedures. Pursuant to the Put Right, the Participant may elect to exercise his right to require the Company to purchase all or any portion of the Puttable Options or Puttable Shares by delivering written notice or notices (each, a “Put Notice”) to the Company. To the extent the Participant is exercising the Put Right with respect to the Puttable Shares, the Company shall be required to repurchase such Shares at a price per share equal to the Fair Market Value thereof determined by the Board on the date of the Put Closing (as defined in Section 3(c) below) after taking due consideration of (but not being bound by) the Formula Price (as defined below). If the Participant is exercising the Put Right with respect to any Puttable Options, the Company shall be required to purchase each such Puttable Option at a price per Share equal to the excess, if any, of the Fair Market Value of a Share, over the per Share exercise price of such Puttable Option. If the Participant believes that Fair Market Value is greater than the Fair Market Value determined by the Board, then the Participant may deliver a written objection notice to the Board within ten (10) business days of such determination (an “Objection Notice”), setting forth the Participant’s estimate of Fair Market Value (the “Participant’s Estimated Fair Market Value”). If the Participant timely delivers such an Objection Notice, the Company will promptly engage an Independent Appraiser. The Independent Appraiser will be engaged to deliver to the Board and the Participant a written determination (such determination to include a report setting forth all material analyses used in arriving at such determination) within thirty (30) days of being engaged stating the Independent Appraiser’s determination of Fair Market Value, which determination shall be made after taking due consideration of (but not being bound by) the Formula Price. If the Independent Appraiser’s determination of Fair Market Value exceeds the Fair Market Value as determined by the Board, the repurchase price for the Puttable Shares and the Puttable Options shall instead be determined using either the Fair Market Value determined by the Independent Appraiser, or, if the Fair Market Value determined by the Independent Appraiser exceeds the Formula Price, the Formula Price. If the Fair Market Value determined by the Independent Appraiser is less than ninety percent (90%) of the Participant’s Estimated Fair Market Value, the Participant may rescind his Put Notice...
View SourceView Similar (2)
Put Procedures. (i) The Put Right is exercisable by the holder(s) of the Consultant Stock delivering written notice (the "Put Notice") to the Company, the Bain ---------- Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders during the period beginning on the date that Consultant is terminated by the Company (the "Termination Date") ----------------- and ending on the date 65 days after the Termination Date. The Put Notice will set forth the number of shares of each class of Consultant Stock held by all of the holder(s) of Consultant Stock. (ii) The Bain Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders may each elect to purchase their pro rata share (determined based upon the number of shares of Class A Common and Class B Common held by each) of any or all of the shares of Consultant Stock which the Company is otherwise required to purchase pursuant to the Put Option by delivering written notice (the "Initial Put ----------- Purchase Notice") to the holder or holders of each class of Consultant Stock, --------------- the Company and the other party, within 30 days after receiving the Put Notice. To the extent that the Bain Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders do not elect to purchase their full allotment of Consultant Stock, the other party shall be entitled to purchase all or any portion of the remaining Consultant Stock by providing notice (the "Supplemental Put Purchase Notice") to -------------------------------- each of the parties receiving the Initial Put Purchase Notice within the later of (i) 10 business days after receipt of the Initial Put Purchase Notice or (ii) the expiration of the 30 day period during which the Bain Stockholders and the Bear ▇▇▇▇▇▇▇ Stockholders were entitled to deliver Initial Put Purchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Consultant Stock is not being purchased by the Bain Stockholders or the Bear ▇▇▇▇▇▇▇ Stockholders, the Company must repurchase the remaining Consultant Stock as set forth in Section 4(d) below. Each Initial Put Purchase Notice and Supplemental Purchase Notice shall set forth the number of shares of each class of Consultant Stock to be acquired from such holder(s) and an estimate of the aggregate consideration to be paid for such holder's shares of each such class of Consultant Stock.
View SourceView Similar (2)
Put Procedures. In order to exercise the Put (described in Section 2), a Holder must: (a) give Charthouse written notice of their intent to exercise the Put at least 30 days prior to the beginning of the Unit Week desired to be Put; (b) Put the entire Unit Week to Charthouse; (c) exercise the Put within 5 years after the Effective Date; (d) be current with all license payments (if paying by installment), annual dues and special assessment, if any, for the Interest, and such amount is to be consideration of the Charthouse rental pool fee of 5%. Provided that, notwithstanding the foregoing, Charthouse may reject the Put if it has received 5 requests for the requested Unit Week (Charthouse will accept requests in the order of receipt). Furthermore, this guarantee is conditioned upon there being no action threatened, pending or taken, which makes the Charthouse rental pool or the Guaranteed Rental Arrangement illegal, or otherwise restricts or prohibits the ability of Charthouse to use the Unit Week.
View SourceView Similar (2)
Put Procedures. The Purchaser may exercise the Put at any -------------- time during Put Period I or Put Period II by giving written notice to Seller stating that the Put is being exercised. Such notice shall set forth (i) the aggregate principal amount of the Surplus Notes being sold, and (ii) the date for the sale of the Surplus Notes, which date shall be not less than five nor more than fifteen days after the date of such notice (the "Put Closing Date"). ---------------- The sale shall occur on the Put Closing Date at the offices of Seller commencing at 10:00 a.m. or at such other time, date or location as may be agreed by the parties hereto. The Purchaser may exercise the Put only once during each Put Period. If the Put is not exercised in full during Put Period II, the Put shall expire and be of no further force or effect.
View Source
Put Procedures. In the event that the Executive exercises the Executive Put by giving notice thereof pursuant to the notice provisions of this Agreement, the Executive shall tender such number of shares of Employer Common Stock necessary to extinguish the Executive Note and the Executive shall be entitled to receive the remainder of the 62,500 shares acquired by the Executive, if any, that remain after such tender. The shares of Employer Common Stock so tendered by the Executive shall be delivered to Employer together with a stock power signed in blank by the Executive (with his signature guaranteed), and the remaining shares of Employer Common Stock acquired by the Executive (being held pursuant to the Executive Pledge) shall be released from the Executive Pledge and returned to the Executive free from any restriction, lien or encumbrance. In addition, the original of the Executive Note shall be marked "paid in full" by the Employer and returned to the Executive.
View Source
Put Procedures. The Executive Put Right is exercisable by the Executive delivering written notice (the "Executive Put Notice") to the Company during the 180 day period beginning on the date of such Executive's termination of employment without Cause or such Executive's Permanent Total Disability, as applicable. The Executive Put Notice will set forth the number of Executive Shares to be sold to the Company and the holders of such Executive Shares, but in no event shall such number exceed 20% of the Executive Shares then owned by such Executive or any member of such Executive's Family Group.
View Source
Put Procedures. The Estate Put Right is exercisable by the applicable Executive's estate delivering written notice (the "Estate Put Notice") to the Company during the 180 day period beginning on the date of such Executive's death. The Estate Put Notice will set forth the number of Executive Shares to be sold to the Company and the holders of such Executive Shares.
View Source

Related to Put Procedures

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Payment Procedures Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

  • Settlement Procedures (a) The collection of the Pool Receivables shall be administered by the Servicer in accordance with this Agreement. The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest. (b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or the Servicer: (i) set aside and hold in trust (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) for the benefit of each Purchaser Group, out of such Collections, (x) an amount equal to the Aggregate Discount accrued through such day for each Portion of Capital and not previously set aside, (y) an amount equal to the fees set forth in each Purchaser Group Fee Letter accrued and unpaid through such day, and (z) to the extent funds are available therefor, an amount equal to the aggregate of each Purchasers’ Share of the Servicing Fee accrued through such day and not previously set aside; (ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections. Such remainder shall, to the extent representing a return on the Aggregate Capital, ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables, and in the Related Security, Collections and other proceeds with respect thereto (each such reinvestment, a “Reinvestment,” and “Reinvest” shall have the correlative meaning); provided, however, that if the Purchased Interest would exceed 100%, then the Servicer shall not Reinvest, but shall set aside and hold in trust for the benefit of the Purchasers (and shall, at the request of the Administrator, segregate in a separate account approved by the Administrator) a portion of such Collections that, together with the other Collections set aside pursuant to this paragraph, shall equal the amount necessary to reduce the Purchased Interest to 100%, which amount shall be deposited ratably to each Purchaser Agent’s account (for the benefit of its related Purchasers and to be applied in reduction of their respective Capital) on the next Weekly Settlement Date in accordance with Section 1.4(c); provided, further, that if the Facility Termination Date has been extended pursuant to Section 1.11 and any Purchaser (or its Purchaser Agent) has provided notice (an “Exiting Notice”) to the Administrator, the Seller and the Servicer of such Purchaser’s refusal, pursuant to Section 1.11, to extend its (or its related Committed Purchaser’s) Commitment hereunder (an “Exiting Purchaser”) then such Collections shall not be Reinvested and shall instead be held in trust for the benefit of such Purchaser and applied in accordance with clause (iii) below;

  • Reply Procedures In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

  • Dispute Settlement Procedures The objectives of this procedure is to promote the prompt resolution of grievances by consultation, co-operation and discussion; to reduce the level of disputation; and to promote efficiency, effectiveness and equity in the workplace. a) In relation to any matter that may be in dispute, except matters relating to the actual or threatened termination of your employment, the parties to the dispute must firstly attempt to resolve the dispute at the workplace level, by: i) you and your supervisor meeting and conferring on the matter; and if the matter is not resolved at such a meeting, the parties arranging further discussions involving more senior levels of management (as appropriate); and ii) acknowledging the right of either party to appoint, in writing, another person to act on their behalf in relation to resolving the matter at the workplace level; and iii) agreeing to allow either party to refer the matter to mediation or other alternative dispute resolution process to be conducted by a person agreed between the parties in dispute on the matter; iv) agreeing that if either party refers the matter to alternative dispute resolution both parties will participate in the alternative dispute resolution in good faith; and v) agreeing that during the time when the parties attempt to resolve the matter: - the parties continue to work in accordance with their contract of employment unless you have a reasonable concern about an imminent risk to your health or safety; and - subject to relevant provisions of any state or territory occupational health and safety law, you must not unreasonably fail to comply with a direction by us to perform work, whether at the same workplace or another workplace, that is safe and appropriate for you to perform; and - the parties must cooperate to ensure that the dispute resolution procedures are carried out as quickly as is reasonably possible. b) The parties to the dispute acknowledge that if we are unable to agree on the person to conduct the alternative dispute resolution process, either party can notify the Industrial Registrar. In this case, the Industrial Registrar will provide the parties with information about options to resolve the dispute.