Purchaser’s Put Sample Clauses

Purchaser’s Put. At any time after the occurrence of a Purchaser’s Put Material Event or at any time following the Trigger Date, Purchaser shall have the right to sell (“Put”) all but not less than all of the Purchased Carano Interest to Carano at a price equal to the fair market value of the Purchased Carano Interest without discounts for minority ownership and lack of marketability, provided, however, that such right may not be exercised unless Purchaser has also exercised its right to sell all but not less than all of its New Membership Interest to the Company in accordance with Section 9.5 of the Operating Agreement. The purchase price for the Purchased Carano Interest shall be the product of the purchase price for the New Membership Interests as determined by Purchaser and the Company in accordance with the determination of the purchase price for the New Membership Interests pursuant to Section 9.5 of the Operating Agreement multiplied by a fraction, the numerator of which is the percentage interest in Resorts then represented by the Purchased Carano Interest and the denominator of which is the percentage interest in Resorts then represented by the New Membership Interest. Purchaser shall initiate its Put rights under this Section 2.01 by delivery of written notice to Carano of the exercise of such rights (the “Option Notice”) at the same time that Purchaser gives notice to the Company of its exercise of its put rights in respect of the New Membership Interests in accordance with Section 9.5 of the Operating Agreement.
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Purchaser’s Put. Rights shall be effective as of the date any Put Event arises and at any time on or after the date of such Put Event;
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Related to Purchaser’s Put

  • Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:

  • PURCHASERS On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Purchaser's Investment Representations Each Purchaser individually, and not jointly or severally, hereby represents that he or it is acquiring the Restricted Securities purchased hereunder for his or its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 3 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 10, 2002, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE UNIT PURCHASE AGREEMENT DATED AS OF APRIL 10, 2002, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, a new certificate representing such shares of Series B Junior Preferred Stock or Senior Common Stock, as applicable, of like tenor but not bearing a legend of the character set forth above.

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

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