Closing of Put Right. The closing of the transactions contemplated by this Section 3 will take place on the date designated in the applicable Put Notice, which date will not be more than sixty (60) days after the delivery of such notice by the Participant (the “Put Closing”); provided, that, if such Put Notice is delivered either during the third or fourth fiscal quarter of the Company, the Put Closing shall be automatically delayed until GAAP quarterly financial statements have been prepared for such fourth fiscal quarter, and the applicable purchase price for the Puttable Options or Puttable Shares to be purchased pursuant to the Put Notice shall be determined using the Fair Market Value on the Put Closing. The Company will pay for the Puttable Options and/or Puttable Shares by delivery of a check (or checks) payable to the Participant or one or more of the Participant’s transferees or a wire transfer of immediately available funds. The Company will receive customary representations and warranties from each seller regarding the repurchase of any portion of the Puttable Options and/or Puttable Shares, including, but not limited to, the representation that such seller has good and marketable title to the Puttable Options and/or Puttable Shares to be Transferred free and clear of all liens, claims and other encumbrances, and will be entitled to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker.
Closing of Put Right. The Closing of the purchase and sale of the Put Shares pursuant to this Section 8 shall take place at the principal place of business of the Company no later than fifteen (15) business days after the date the Company receives a copy of the Put Appraisal, unless the Company and Harpxxx xxxually agree on a different place or time. At the Closing, Harpxxx xxxll deliver to the Company all certificates representing the Put Shares duly endorsed in blank, or with duly endorsed blank stock powers attached, and otherwise in proper form for Transfer, against payment by the Company of the Put Price in the manner set forth in Section 8.6. At the Closing, Harpxxx xxxll conclusively be deemed, unless the Company, in its sole discretion, permits otherwise in writing, to have given the following representations and warranties to the Company, which shall survive the Closing: (A) Harpxxx xx the legal, beneficial and record owner of the Put Shares, as good and marketable title thereto and the absolute right to Transfer the same to the Company, and the Put Shares, upon Transfer to the Company, will be free and clear of all security interests, pledges, claims, liens, options, right to first refusal, limitations on voting rights and restrictions of any kind whatsoever (other than restrictions imposed by this Agreement and by federal and state securities laws); and (B) the Transfer of the Put Shares by Harpxxx xx contemplated by this Agreement does not require any consent or approval of any governmental authority, court or other Person that has not already been obtained.
