Closing of the Repurchase. The closing of the Repurchase Option transaction shall occur not more than 30 days nor less than 5 days after either (i) the agreement of the parties of the Fair Market Value or (ii) the final determination of the Fair Market Value by the Bank (it being understood that such closing may be done remotely for the convenience of the parties). At such closing, the Executive shall deliver his Common Units (including all certificates (if any exist) evidencing the Common Units to the Company (and/or any assignees of the Company's repurchase right), and the Company (and/or any assignees) shall pay for the Common Units to be purchased pursuant to the Repurchase Option by delivery of a bank check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Company is either (i) prohibited from paying the Repurchase Price in cash by any binding contract, agreement or understanding with any Person or (ii) prohibited by applicable law from paying the Repurchase Price in cash, then the Company shall pay, in the form of a negotiable promissory note, the Repurchase Price for such securities. Such promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the greater of (a) the then applicable borrowing rate of the Company or its principal operating subsidiary pursuant to its then current credit agreement (the "Credit Agreement") and (b) the applicable prime rate in effect from time to time as announced by Citibank, N.A. in New York, New York shall have all principal and accrued interest due and payable upon maturity and shall mature no later than the third anniversary of the issuance of such promissory note.
Closing of the Repurchase. Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the LLC shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such securities and the time and place for the closing of the transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the LLC (and/or any assignees of the LLC's repurchase right), and the LLC (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option by delivery of a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash any or all of the Repurchase Price for Executive Securities to be repurchased by it:
Closing of the Repurchase. The repurchase of the Unvested Shares will be recorded on the transfer books of the Company immediately following the Repurchase Event and Participant may demand and receive payment pursuant to Section 4.2 for the Unvested Shares at any time thereafter. Failure to timely remit the Repurchase Price to Participant shall not invalidate the Company’s repurchase right as set forth in Section 4.1. Participant agrees to execute any documentation necessary to fully effectuate the transfer of the forfeited Unvested Shares to the Company following the Repurchase Event.
Closing of the Repurchase. At the closing of the repurchase, the holders of Option Shares shall deliver all certificates evidencing the Option Shares to be repurchased (accompanied by duly executed stock powers) to the Company (and/or any assignees of the Company’s Repurchase Right), and the Company (and/or any assignees) shall pay for the Option Shares to be purchased pursuant to the Repurchase Right by delivery of a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such Option Shares; provided that the Company may pay the Repurchase Price for such Option Shares by offsetting amounts outstanding under any indebtedness or obligations owed by the Participant to the Company. The holders of Option Shares to be repurchased shall, at the Company’s request, provide customary representations and warranties with respect to such holder’s good title to the Option Shares, free and clear of any liens or encumbrances.
Closing of the Repurchase. At the closing of any repurchase to be made pursuant to a Call Notice or a Put Notice, the purchasers of the Executive Securities to be repurchased shall be entitled to receive customary representations and warranties from the sellers of such Executive Securities (including regarding good title to such securities, free and clear of any liens or encumbrances) and to require that signatures be guaranteed by a national bank or reputable securities broker. At the closing of any repurchase to be made pursuant to a Call Notice or a Put Notice, the holders of Executive Securities shall deliver to the LLC (and/or any of its assignees) all certificates (if any) evidencing the Executive Securities to be repurchased, and the LLC (and/or any of its assignees) shall pay for the Executive Securities to be purchased pursuant to the Call Option or the Put Option by delivery of a check or checks or wire transfer(s) of immediately available funds in the aggregate amount of the Repurchase Price for such Executive Securities; and provided that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash all of the Repurchase Price for the Executive Securities to be repurchased by it:
Closing of the Repurchase. Subject to any STB approval requirements, the "Repurchase Closing" shall take place on the fifth business day after receipt of such notice by KCS at such time and place as agreed to in writing by KCS and TFM. At the Repurchase Closing and subject to any STB orders or directions, TFM shall pay the Purchase Price for its repurchase of the Transferred Shares in cash by wire transfer of same day funds. At the Repurchase Closing, KCS shall deliver to TFM stock certificates representing the Transferred Shares endorsed in blank or accompanied by duly executed assignment documents or, if the Transferred Shares are being held by the Trustee pursuant to the Voting Trust Agreement, KCS shall deliver to TFM a certificate certifying that KCS has given the Trustee irrevocable instructions to deliver to TFM stock certificates representing the Transferred Shares endorsed in blank or accompanied by duly executed assignment documents.
Closing of the Repurchase. Any shares repurchased pursuant to this Section 4 shall be transferred at a closing to be held at the principal office of the Company no later than ten (10) days after the expiration of the ninety (90) day period specified in Section 4.1. Failure to timely remit the Repurchase Price to the Grantee shall not invalidate the Company’s repurchase obligation and right as set forth in Section 4.1.
Closing of the Repurchase. The closing of the purchase of the Repurchased Assets by Seller Parent pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by wire transfer of immediately available funds to Purchaser. The purchase price for such Repurchased Assets shall be (i) $5,000,000, in the event that Purchaser has not made the Initial Acceleration Payment prior to the Repurchase or (ii) $10,000,000 in the event that Purchaser has made the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchase. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent shall be entitled to receive from Purchaser customary representations and warranties regarding good title to the Repurchased Assets, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any Transferred Busines...
Closing of the Repurchase. Within fifteen (15) days after the Company’s exercise of its Purchase Option pursuant to subsection (a) above, (i) the Custodian shall deliver to the Company the certificates and stock powers representing the Shares which the Company has elected to purchase under its Purchase Option; (ii) the Company shall mail or deliver to the Stockholder a check in the amount payable to the Stockholder hereunder for such Shares; and (iii) the Custodian shall mail or deliver to the Stockholder any certificates and stock transfer powers held by the Custodian representing Shares not purchased by the Company.
Closing of the Repurchase. The repurchase of unvested Award Shares pursuant to this Section 3 will occur at the Company’s executive offices no later than ten (10) days after written notice to the Recipient of the exercise of these repurchase rights. The check for the repurchase price will be mailed to the Recipient at the Company’s last known address for the Recipient unless the Recipient is present at the closing to receive payment. The Recipient shall cease to be the shareholder of record as to the unvested Award Shares repurchased pursuant to this Section 3 as of the date of such closing except that the Recipient shall also forfeit any distributions not previously paid to the Recipient with respect to repurchased unvested Award Shares and the Company shall have the right to withhold the amount of such distributions from the payment of the repurchase price. Upon request of the Company, the Recipient shall be obligated to return to the Company any distributions received by the Recipient with respect to repurchased unvested Award Shares.
