Common use of TO EXERCISE Clause in Contracts

TO EXERCISE. a Put Right, any of the Ardshiel Affiliates shall give GEIPPPII a written notice ("PUT Notice") evidencing its election to exercise its Put Right within 10 days following notice by GEIPPPII of its refusal to sell its Equity Securities pursuant to the terms of the Ardshiel Proposal. Within two business days following delivery of such Put Notice, GEIPPPII shall notify the Ardshiel Affiliates if it will sell on the terms and conditions contained in the Ardshiel Proposal. If GEIPPPII notifies the Ardshiel Affiliates that GEIPPPII will not sell on the terms and conditions contained in the Ardshiel Proposal, GEIPPPII or its assignee shall purchase, on or before the date 60 days following the date of the Put Notice, the Put Securities by wire transfer of immediately available funds, in an amount equal to the purchase price equal to the lesser of the price stated in the Ardshiel Proposal and the price as calculated using the procedures set forth in the Letter Agreement, to an account or accounts designated by the Ardshiel Affiliates in the Put Notice, and the Ardshiel Stockholders shall deliver to GEIPPPII or its assignee all of the Put Securities free of all liens and encumbrances. In connection with the Put Right, (i) GEIPPPII and the Ardshiel Stockholders shall take such steps as may be appropriate to ensure compliance with any applicable law, rule or regulation or any applicable agreement, in each case, relating to the Put Securities or the Ardshiel Stockholders' transfer thereof, including the making by GEIPPPII of any appropriate representations and warranties and (ii) GEIPPPII or its assignee shall have, as of the date of such exercise, represented and warranted to the Ardshiel Stockholders that GEIPPPII or its assignee is purchasing the Put Securities based solely on its own analysis regarding the Put Securities and the Company, obtained from sources other than the Ardshiel Stockholders and that GEIPPPII or its assignee is not relying on any representations or warranties express or implied (other than as to the Ardshiel Stockholders' ownership of the Put Securities and the absence of liens or encumbrances thereon) from the Ardshiel Stockholders relating to the Put Securities or the Company.

TO EXERCISE. a Put Right, any of the Ardshiel Affiliates shall give GEIPPPII a written notice ("PUT NoticeNOTICE") evidencing its election to exercise its Put Right within 10 days following notice by GEIPPPII of its refusal to sell its Equity Securities pursuant to the terms of the Ardshiel Proposal. Within two business days following delivery of such Put Notice, GEIPPPII shall notify the Ardshiel Affiliates if it will sell on the terms and conditions contained in the Ardshiel Proposal. If GEIPPPII notifies the Ardshiel Affiliates that GEIPPPII will not sell on the terms and conditions contained in the Ardshiel Proposal, GEIPPPII or its assignee shall purchase, on or before the date 60 days following the date of the Put Notice, the Put Securities by wire transfer of immediately available funds, in an amount equal to the purchase price equal to the lesser of the price stated in the Ardshiel Proposal and the price as calculated using the procedures set forth in the Letter Agreementside letter among the Ardshiel Affiliates and GEIPPPII, dated as of the date hereof, to an account or accounts designated by the Ardshiel Affiliates in the Put Notice, Notice and the Ardshiel Stockholders shall deliver to GEIPPPII or its assignee all of the Put Securities free of all liens and encumbrances. In connection with the Put Right, (i) GEIPPPII and the Ardshiel Stockholders shall take such steps as may be appropriate to ensure compliance with any applicable law, rule or regulation or any applicable agreement, in each case, relating to the Put Securities or the Ardshiel Stockholders' transfer thereof, including the making by GEIPPPII of any appropriate representations and warranties and (ii) GEIPPPII or its assignee shall have, as of the date of such exercise, represented and warranted to the Ardshiel Stockholders that GEIPPPII or its assignee is purchasing the Put Securities based solely on its own analysis regarding the Put Securities and the Company, obtained from sources other than the Ardshiel Stockholders and that GEIPPPII or its assignee is not relying on any representations or warranties express or implied (other than as to the Ardshiel Stockholders' ownership of the Put Securities and the absence of liens or encumbrances thereon) from the Ardshiel Stockholders relating to the Put Securities or the Company.