Put Option Closing. The closing for the purchase and sale of all or such portion of the Put Shares as to which the Holder has notified the Company of its intention to exercise the Put Option, will take place at the office of the Company on the date specified in such notice of exercise (a "Put Option Closing"). 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 in cash.
Put Option Closing. This term is defined in Section 4.05 of the Shareholder Agreement.
Put Option Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company shall purchase from each Investor subject to a Put Option Exercise Notice, severally, but not jointly, at the Put Option Closing, the number of Put Shares to be purchased from such Investor in accordance with Section 1.2(a). Each Put Option Closing shall occur at 10:00 a.m., New York City time, on the date specified in the Put Option Exercise Notice (or such later date as is mutually agreed to by the Company and each Investor) after notification of satisfaction (or waiver) of the conditions to such Closing set forth in Section 5 below at the offices of Exxxxxx Bxxxxx & Green, P.C., 200 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, or such other place as the Company and the affected Investor may agree. The date on which any such Closing occurs is hereinafter referred to herein as a “Put Option Closing Date.”
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.
Put Option Closing. Upon the Existing Shareholders’ election to exercise the Put Option, on the Put Option Closing Date each Existing Shareholder shall deliver (a) the share certificate or certificates and a duly executed stock power in favor of the Investor or its designee representing the Put Option Shares to the Investor and (b) a duly executed ordinary shares purchase agreement in substantially the form of the Purchase Agreement (the “Put Purchase Agreement”), containing, among other things, (i) representations and warranties of the Company and the Investor which shall speak on and as of the date of signing and closing of such transaction and shall in other respects be identical to the representations and warranties provided in Section 2 of the Purchase Agreement and representations and warranties providing that upon delivery of the Put Option Shares the Investor shall acquire good, valid and marketable title to the Put Option Shares free and clear of any liens, claims or encumbrances imposed by any action or omission of the Existing Shareholders or the Company, provided, however, that (x) the Schedule of Exceptions thereto shall be updated to reflect the then-current situation of the Company and its subsidiaries, and (y) the financial information shall reflect the two most recent fiscal years plus the most recent practicable interim period, (ii) agreements and indemnities of the Company, the Existing Shareholders and the Investor identical to those provided in Sections 6 and 7 of the Purchase Agreement and (iii) covenants prohibiting the Existing Shareholders and their Affiliates from directly or indirectly (x) competing in or into the Peoples Republic of China and any other countries in which or into which the Company or its subsidiaries conducts business or (y) soliciting, servicing or hiring any then-current or former clients or employees of the Company or its subsidiaries, in each case for a period of twenty-four (24) months from the date of the closing of the Put Purchase Agreement and (iv) confidentiality agreements of the Existing Shareholders. It is understood and agreed that the Investor may by written notice to the Company refuse to consummate the Put Option in the event that (a) the information reflected in the Schedule of Exceptions to the proposed Put Purchase Agreement as compared to the Schedule of Exceptions attached to the Purchase Agreement materially adversely affects the value of the Company and its subsidiaries or the value to the Investor of the pro...
Put Option Closing. The closing of the Put Option shall take place as a single closing as soon as reasonably practicable, and in no event later than 60 days after APL Sub’s receipt of the Put Notice, at the principal office of the Company, or at such other time and location as the parties to such transaction may mutually determine. At the closing of the Put Option, the Company shall deliver a duly executed assignment of membership interests transferring the Put Interests to APL Sub or its designee, as applicable (the “Put Assignment”). The delivery of the Put Assignment will be deemed a representation and warranty by the Company that: (i) the Company has full right, title and interest in and to the Put Interests; (ii) the Company has all necessary power and authority to transfer the Put Interests; and (iii) the Put Interests are free and clear of any and all liens or encumbrances, other than customary permitted liens.
Put Option Closing. At the Closing, DDC will deliver to Penske a certificate or certificates representing the Put Shares in the denominations designated by Penske in writing at least three business days prior to the Closing, and Penske will purchase such Shares from DDC at the Purchase Price. Payment by Penske to DDC of the Purchase Price shall be by wire transfer of immediately available funds to a bank account designated in writing by DDC at least three business days prior to Closing.
Put Option Closing. 25 5.06 Put Price Upon Failure to Receive Requisite Shareholder Approval ...................................... 25 Article VI - Registration Rights; Exchange Rights .................................................................... 25
Put Option Closing. The closing for the purchase and sale of this Warrant under the Put Option, will take place at the principal executive offices of the Company on the date specified in such notice of exercise (the "Put Option Closing"). At the Put Option Closing, the Holder will deliver this Warrant duly endorsed in blank. In consideration therefor, the Company will deliver to the Holder the Put Price, which will be payable in immediately available funds, and the Company shall cancel on its books this Warrant certificate, and thereupon the rights of the Holder hereunder (other than the right to receive the Put Price) shall terminate.
Put Option Closing. Upon the terms and subject to the satisfaction of the conditions contained in Article 2 and Article 6 of this Agreement, the sale, assignment, conveyance, transfer and delivery of the Put Option Assets to Exelon, the payment of the Purchase Price by Exelon, and the consummation of the other respective obligations of the Parties contemplated by this Agreement shall take place at a Put Option closing (the “Put Option Closing”), to be held at a mutually agreeable location at 10:00 a.m. local time, or another mutually acceptable time, on the date that is five (5) Business Days following the date on which Exelon receives the Put Option Exercise Notice or, if later, five (5) Business Days following the date on which the last of the conditions precedent to Put Option Closing set forth in Article 6 have been either satisfied or waived by the Party for whose benefit such conditions precedent exist (except with respect to those conditions which by their terms are to be satisfied at Put Option Closing). The date of Put Option Closing is herein called the “Put Option Closing Date.” The Put Option Closing shall be effective for all purposes as of 12:01 a.m. on the Put Option Closing Date.
