Examples of Putting Member in a sentence
By delivering a Put Notice, the Putting Member is irrevocably committing to sell to Leucadia (or the Company, as provided in Section 12.5.4.2 below) the Put Units specified in the Put Notice.
By delivering a Put Notice, the Putting Member is, subject to Section 12.5.3(e), irrevocably committing to sell to NBM (or the Company, as provided in Section 12.4.2 below) the Put Units specified in the Put Notice.
The Purchase Price shall be payable by the Company to the Putting Member via check or electronic transfer of immediately available funds at the closing.
At any such closing, the Purchaser shall deliver to the relevant Putting Member the purchase price for the Put Interest of such Putting Member by wire transfer of immediately available funds to such bank account as such Putting Member shall have specified in writing no later than two Business Days prior to the closing of such purchase.
Any Put Notice delivered under this Section 12.5.1 shall not be effective unless and until the Putting Member (in its capacity as a member of Pennsylvania LLC) delivers a Put Notice under the Pennsylvania Restated LLC Agreement for the same percentage of Pennsylvania LLC Units as is the subject of the Put Notice under this Section 12.5.1.
To exercise the Put Right, a Putting Member shall give notice (the “ Put Notice”) to the Other Members and the Company no later than 30 Business Days prior to the proposed date of purchase.
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At such closing, the Putting Member shall execute and deliver to the Company or Glenayre, as applicable, such assignments and other instruments as may be reasonably determined by the Company or Glenayre, as applicable, to be necessary to evidence and carry out the Transfer of the Putting Member’s Interest, and, against receipt thereof, the Company or Glenayre, as applicable, shall pay the Put Price to the Putting Member in cash or Marketable Securities.
In no event shall any Putting Member be obligated to make any representations and warranties, or to provide any indemnities, with respect to any matters other than the title to the Company Securities comprising the Put Interest held by such Putting Member and the authority to sell such Company Securities.
The date and place of the closing (the “Put Closing Date”) of the purchase of the Putting Member’s Interest shall occur at such date and place as the Company or Glenayre, as applicable, and the Putting Member may agree, or, in the absence of such an agreement, at the principal offices of the Company at 10:00 a.m. on the ninetieth (90th) day following delivery of the Put Notice.