General Provisions Common to all Put Options Sample Clauses

General Provisions Common to all Put Options. (a) The following provisions shall govern the closing ("Put Closing") of the purchase by Buyer of any Buyer Shares pursuant to an exercise of the Failed Spin-Off Put Option or the Five Year Put Option (herein collectively called the "Put Options"); provided, however, that in the event a Seller exercises a Failed Spin-Off Put Option, the following provisions shall apply as if the Seller had been issued his allocable portion of the Buyer Shares at Closing (except that any restrictions under the Delaware General Corporation Law on the redemption by a corporation of its own shares shall not be applicable): (i) The Put Closing with respect to any Put Option shall be held (i) at 10:00 am local time on the fifth (5th) business day following the last day with respect to which such Put Option was exercisable and (ii) at the offices of Buyer. (ii) At the Put Closing with respect to any Put Option, the Sellers who have exercised such Put Option ("Put Sellers") and Buyer shall be obligated to execute and deliver the following: (A) Buyer shall deliver to each Put Seller, in immediately available funds, the total purchase price (as determined in accordance with the provisions contained in this Section 7) for the Buyer Shares being purchased from such Put Seller. (B) The Put Seller shall execute and deliver to Buyer (i) the certificates representing the Buyer Shares being purchased by Buyer endorsed for transfer to Buyer, free of all liens, claims and encumbrances and (ii) such other instruments of assignment, certificates of authority, tax releases, consents to transfer and instruments in evidence of title as may be reasonably required by Buyer. (b) The per share purchase price payable upon the exercise of any Put Option as provided for herein shall hereafter be adjusted as may be necessary to reflect (i) any stock dividends or corporate recapitalizations after the date hereof resulting in stock splits, combinations or exchanges of shares or any similar transactions and (ii) any change described in the last sentence of Section 2.2(a) hereof. (c) Notwithstanding anything to the contrary contained herein, if Buyer's required purchase and redemption of any Buyer Shares at a Put Closing would violate the laws of Buyer's state of incorporation or other applicable law, then the following provisions shall apply: (i) Buyer shall take, before the Put Closing, all possible steps permitted under the law of Buyer's state of incorporation to recapitalize and to increase Buyer's surp...
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Related to General Provisions Common to all Put Options

  • Plan Provisions Control In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control.

  • GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined below in Paragraph B, shall 13 have the same meaning given to such terms under the Health Insurance Portability and Accountability Act 14 of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical 15 Health Act, Public Law 111-005 (“the HITECH Act”), and their implementing regulations at 45 CFR Parts 16 160 and 164 (“the HIPAA regulations”) as they may exist now or be hereafter amended. 17 2. The parties agree that a business associate relationship under HIPAA, the HITECH Act, and 18 the HIPAA regulations between CONTRACTOR and COUNTY arises to the extent that CONTRACTOR 19 performs, or delegates to subcontractors to perform, functionsor activities on behalf of COUNTY pursuant 20 to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR 21 § 160.103. 22 3. COUNTY wishes to disclose to CONTRACTOR certain information pursuant to the terms of 23 the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in 24 Subparagraph B.10, to be used or disclosed in the course of providing services and activities pursuant to, 25 and as set forth, in the Contract. 26 4. The parties intend to protect the privacy and provide for the security of PHI that may be 27 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with 28 the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, 29 and the HIPAA regulations as they may exist now or be hereafter amended. 30 5. The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA 31 regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by 32 other Federal law(s) and impose more stringent requirements with respect to privacy of PHI. 33 6. The parties understand that the HIPAA Privacy and Security rules, as defined below in 34 Subparagraphs B.9. and B.14., apply to CONTRACTOR in the same manner as they apply to a covered 35 entity (COUNTY). XXXXXXXXXX agrees therefore to be in compliance at all times with the terms of 36 this Business Associate Contract, as it exists now or be hereafter updated with notice to CONTRACTOR, 37 and the applicable standards, implementation specifications, and requirements of the Privacy and the 1 Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI 2 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.

  • Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.

  • BUY AMERICAN PROVISIONS COMPLIANCE To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

  • General Provisions Applicable to Loans Section 6.1 Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments.

  • General Provisions as to Payments (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 9.01. The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. (b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.

  • Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:

  • General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

  • Special Provisions Relating to the Holders of Incentive Distribution Rights Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

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