Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or such Management Investor's heirs, executors, administrators, transferees, successors or assigns) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares in cash or by certified or bank cashier's check.
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Samples: Securities Purchase Agreement (Royster-Clark Nitrogen Realty LLC), Securities Purchase Agreement (Royster-Clark Nitrogen Realty LLC)
Exercise of Purchase Option. The Purchase Option shall be --------------------------- exercised by written notice to the terminated Management Investor (or such Management Investor's his heirs, executors, administrators, transferees, successors or assignsassigns and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares Securities to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares Securities in cash or by certified or bank cashier's check.
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Samples: Securities Transfer, Recapitalization and Holders Agreement (Delco Remy International Inc)
Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or such Management Investor's his or her heirs, executors, administrators, transferees, successors or assignsassigns and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may beCompany. Such notice shall set forth the number of Incentive Shares Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares Securities to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) the holders of the Common Stock good title to such of the Incentive Shares Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) the holders of the Common Stock shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares Securities in cash or by certified or bank cashier's ’s check.
Appears in 1 contract
Samples: Stockholders Agreement (Southern Graphic Systems, Inc.)
Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or such Management Investor's his or her heirs, executors, administrators, transferees, successors or assignsassigns and the persons or entities deemed to be included in the definition of such Management Investor pursuant to this Agreement) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares Securities to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares Securities in cash or by certified or bank cashier's check.
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Samples: Securities Exchange, Purchase and Holders Agreement (Erico Products Inc)
Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or such Management Investor's heirs, executors, administrators, transferees, successors or assigns) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares in cash or by certified or bank cashier's check.
Appears in 1 contract
Samples: Securities Purchase and Holders Agreement (Intersil Holding Co)
Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or such Management Investor's his heirs, executors, administrators, transferees, successors or assigns) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares shares of Common Stock and Preferred Stock desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares shares of Common Stock and Preferred Stock to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares Securities in cash or by certified or bank cashier's check.
Appears in 1 contract
Samples: Securities Purchase Agreement (Integrated Energy Technologies Inc)
Exercise of Purchase Option. The Purchase Option shall be exercised by written notice to the terminated Management Investor (or such Management Investor's his heirs, executors, administrators, transferees, successors or assigns) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares Securities to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares Securities in cash or by certified or bank cashier's check.
Appears in 1 contract
Samples: Securities Purchase and Holders Agreement (Fairchild Semiconductor International Inc)
Exercise of Purchase Option. The Purchase Option shall --------------------------- be exercised by written notice to the terminated Management Investor (or such Management Investor's heirs, executors, administrators, transferees, successors or assigns) signed by an officer of the Company (whether as a consultant, director or employee) on behalf of the Company or by its designee(s), as the case may be. Such notice shall set forth the number of Incentive Shares desired to be purchased and shall set forth a time and place of closing which shall be no earlier than ten days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver the certificates evidencing the number of Incentive Shares to be purchased by the Company and/or its designee(s), accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its designee(s) good title to such of the Incentive Shares to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its designee(s) shall deliver to the seller the full amount of the Option Purchase Price for such Incentive Shares in cash or by certified or bank cashier's check.
Appears in 1 contract
Samples: Securities Purchase and Holders Agreement (Fifty Three Dredging Corp)