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 Parent 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 Share will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent 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, a promissory note in the form of Exhibit A.2, duly executed by the Loan Parties, payable to the Holder in the principal amount of the Put Price which promissory note shall constitute a “Senior 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 and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4.
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. As promptly as practicable after the Exercise Date, the execution of the Asset Purchase Agreement (“Put Closing”) contemplated by the Exercise Notice shall take place at the offices of Ameren Corporation, 0000 Xxxxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 at 10:00 a.m., central prevailing time, but in no event more than fifteen (15) Business Days thereafter, or at such other time, date and place as Seller and Buyer shall mutually agree (“Put Closing Date”).
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. 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. The closing of the purchase and sale of the Option Shares pursuant to this Section 7 will take place at the time and place as the Member Representative and the Company shall mutually agree upon; provided, that the date of closing will be within 30 days following the date of final determination of the Fair Market Value. At the closing, each of the Holders of the Option Shares will deliver to the Company documents of transfer in form and substance reasonably acceptable to the Company and its counsel, necessary to vest in the Company good and marketable title to the Option Shares so sold by the Holder, free and clear of any and all liens and rights of third parties, other than those imposed under or pursuant to this Agreement, the Contribution Agreement or any other agreement delivered in connection with this Agreement or the Contribution Agreement, against delivery by the Company to the Holders of the Option Shares of the Put Option Price for the Option Shares, payable in the manner set forth in Section 7(c)(ii) above.
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.
