Exercise of the Put. Option shall create a binding obligation on Topco to buy, and on the relevant Joint Offeror to sell, the Midco Loan Notes set out against such Joint Offeror’s name in column 3 of schedule 1.
Exercise of the Put. Provided that Laduke has not voluntarily terminated or Merger Sub has not terminxxxx for cause the Employment Agreement between Laduke and Merger Sub dated July 30, 2004 (the "Employment Agreemexx") xrior to the Termination Date, Laduke may exercise the Put Right, at any time within fifteen (15) dxxx xxter the Termination Date by giving Mobilepro written notice of exercise (the "Put Notice"). The Put Notice shall indicate Laduke' desire to require Mobilepro to purchase all, and not less xxxx xll, of the Put Shares and the date on which such purchase is to be effected (the "Put Exercise Date"), provided that the Put Exercise Date specified in the Put Notice shall not be less than fifteen (15) business days, nor more than forty-five (45) business days after the date of the Put Notice.
Exercise of the Put. Provided that BHI has not Voluntarily Terminated the Consulting Agreement among BHI, Beech, Jr. and DFW, dated as January 19, 2004 (“Consulting Agreement”) prior to the second anniversary of the Effective Date, Beech, Jr. may exercise the Put Right, at any time within sixty (60) days after the Termination Date by giving Mobilepro written notice of exercise (the “Put Notice”). The Put Notice shall indicate Beech, Jr.’s desire to require Mobilepro to purchase all, and not less than all, of the Put Shares and the date on which such purchase is to be effected (the “Put Exercise Date”), provided that the Put Exercise Date specified in the Put Notice shall not be less than fifteen (15) business days, nor more than forty-five (45) business days after the date of the Put Notice.
Exercise of the Put. Option shall create a binding obligation on Castelnau to buy, and on the relevant Joint Offeror to sell, the Valderrama E Shares set out against such Joint Offeror’s name in column 3 of schedule 1.
Exercise of the Put. TTSD and Eagle hereby acknowledge that TTSD has exercised the Put effective as of August 30, 1997. The 30-year ground lease for the 1.52-acre parcel shall commence on the same date as the 30-year ground lease for the 10.5-acre parcel (SEE Section 6 below) and shall expire 30 years thereafter.
Exercise of the Put. The undersigned shall notify the Company in writing of the election to exercise and set forth the number of Shares with respect to such exercise. The "Put Date" for closing shall be 20 business days after notice of exercise at 10:00 a.m., and the place for payment of the Put Price shall be the Company's offices, at the address first set forth above, unless another date is agreed upon by the Company and the undersigned. Payment of the Put Price shall be made by the Company by delivery to the undersigned of a certified or bank check payable to the order of the undersigned. On the Put Date, the undersigned shall deliver certificates for the Shares together with a stock power, executed in blank, with signature guaranteed. If any certificates for the Shares shall have been lost, stolen or destroyed, the undersigned shall sign and deliver to the Company an affidavit of loss attesting to such loss, theft or destruction, and indemnifying the Company for all loss or damages incurred in connection therewith. All costs, fees or taxes attributable to such exercise shall be the responsibility of the Company.
Exercise of the Put is dependent upon AHT having at the time of exercise, a net worth (calculated in accordance with generally accepted accounting principles) of at least $200,000, no debt other than trade payables in an amount not to exceed $25,000 and positive cash flow for the portion of AHT's current fiscal year during which the Put is exercised (the "Put Conditions"). The Put may be exercised only by AHT delivering to Simplex during the Exercise Period a written notice of exercise, which notice shall state AHT's desire to exercise the Put and certify AHT's compliance with the Put Conditions. Notwithstanding the foregoing, in the event that during the Exercise Period AHT shall consummate the sale (whether by means of merger, stock sale, asset sale or otherwise) of the business of its Rx Automation Incorporated subsidiary (the "Sale") then for a period of six months after the consummation of the Sale, AHT may exercise the Put without complying with the Put Conditions, provided, however, AHT shall escrow $1,000,000 from the proceeds of the Sale to be paid to Simplex upon consummation of the Additional Exchange.
Exercise of the Put. Provided that Kopanakis has not voluntarily terminated or Merger Sub has not terminated for cause the Employment Agreement between Kopanakis and Merger Sub dated July 30, 2004 (the "Employment Agreement") prior to the Termination Date, Kopanakis may exercise the Put Right, at any time within fifteen (15) days after the Termination Date by giving Mobilepro written notice of exercise (the "Put Notice"). The Put Notice shall indicate Kopanakis' desire to require Mobilepro to purchase all, and not less than all, of the Put Shares and the date on which such purchase is to be effected (the "Put Exercise Date"), provided that the Put Exercise Date specified in the Put Notice shall not be less than fifteen (15) business days, nor more than forty-five (45) business days after the date of the Put Notice.
Exercise of the Put. Option shall oblige the Seller and UBOs together to sell and the Buyer to buy the Remaining Union Shares on the terms of this Schedule 20.
Exercise of the Put. The Trustee is authorized and directed to exercise its rights under the Put Agreement according to the terms and conditions of the Put Agreement.
