Put/Call Closing Sample Clauses

Put/Call Closing. (a) The closing (the “Put/Call Closing”) of the exercise of the Put Right or Call Right shall take place on the tenth (10th) Business Day following delivery of the Put Exercise Notice or Call Exercise Price, as applicable (or such earlier date as the parties shall agree), and shall occur at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., New York City time.
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Put/Call Closing. (a) The Deciding Members shall meet and exchange documents and pay any amounts due, and otherwise do all things necessary to conclude the transaction set forth in Section 9.2 at the closing of such purchase (the "Put/Call Closing"). The Put/Call Closing shall occur at the office of the Manager at 1:00 p.m. on the thirtieth (30th) day after the date the Responding Member notifies or is deemed to notify the Initiating Member of its election; provided, however, if the closing of the purchase would result in a change in the terms or conditions of the Third-Party Financing, the Purchasing Member, by notice given to the Selling Member no later than twenty (20) days prior to the scheduled date for the Put/Call Closing as stated herein, may postpone the Put/Call Closing to a date not later than the sixtieth (60th) day after the date the Responding Member notifies or is deemed to notify the Initiating Member of its election. At the Put/Call Closing, the Selling Member shall deliver to the Purchasing Member a duly executed assignment of its LLC Interest, free and clear of all liens and encumbrances. Upon the reasonable request of the Purchasing Member, at the Put/Call Closing or at any time and from time to time thereafter, the Selling Member shall execute and deliver such other documents and perform such other acts as may be necessary or desirable to consummate the Put/Call Closing and to transfer ownership, title and control of the LLC Interest to the Purchasing Member in accordance with this Article IX. At the Put/Call Closing, the Purchasing Member shall deliver to the Selling Member the Put/Call Purchase Price, in cash, and shall deliver any other documents the Selling Member reasonably requests and are necessary or desirable to consummate the Put/Call Closing. Upon the consummation of the Put/Call Closing, the Selling Member and its Affiliates shall be released from any liability under the Third-Party Financing and any guarantees made in connection therewith. If the lender under the Third-Party Financing refuses to so release the Selling Member and its Affiliates, the Purchasing Member, and if the Purchasing Member is the Developer Member or an Affiliate of the Developer Member, the Developer, shall indemnify the Selling Member and its Affiliates from liability under the Third-Party Financing and any such guarantees.
Sample 1
Put/Call Closing. The closing of the purchase and sale of the entire Interest of Beacon Member pursuant to the exercise of the Put Right or the Call Right, as the case may be, if any (the “Put/Call Closing”), shall take place on April 29, 2011 or such other date as may be mutually agreed by the Members (the “Agreed Put/Call Closing Date”). The Put/Call Closing shall occur at the office of the Company, unless otherwise agreed by the Members.
Sample 1
Put/Call Closing. (1) At the Put/Call Closing, the Investor will deliver to the Vendors’ legal counsel a wire transfer of immediately available funds representing the aggregate amount of the Call Option Purchase Price or Put Purchase Price consideration, as the case may be, to be paid in cash, and issue to the Vendors, as the Vendors may direct in writing, such number of Mogo Shares, if any, determined in accordance with Section 3.5.
Sample 1
Put/Call Closing. The closing for a Put or a Call (the "Put/Call Closing") shall take place on the date set for such Put or Call in the notice referred to in Section 5.01 or 5.02 above, as the case may be, at the offices of the Company or on such other date and at such other place as the parties shall mutually agree. At the Put/Call Closing, the Company shall pay to each Investor (or, in the case of a Put, each Put Investor) the Put/Call Price for its Put/Call Securities by wire transfer or in other immediately available funds upon delivery by such Investor of the certificates representing the Put/Call Securities held by it, or, in lieu thereof, an indemnification and loss certificate in form and substance reasonably satisfactory to the Company. In connection with a Put or Call, each Investor (or, in the case of a Put, each Put Investor) shall transfer its Put/Call Securities to the Company without representation or recourse other than as to its title to such Put/Call Securities, which title shall be free and clear of any and all claims, liens and encumbrances created or incurred by such Investor. Prior to any Put/Call Closing, the Company shall use reasonable efforts to obtain any financing approvals, consents or waivers necessary or desirable for the consummation of such Put or Call and shall provide the applicable Investors with evidence that any such financing approvals, consents or waivers have been obtained.
Sample 1

Related to Put/Call Closing

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • First Closing The First Closing shall have occurred.

  • Initial Closing The closing of the purchase and sale of Initial Units shall take place simultaneously with the closing of the IPO (the “Initial Closing Date”). The closing of such Units shall take place at the offices of Ellenoff Xxxxxxxx & Schole LLP, 1345 Avenue of the Americas, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, or such other place as may be agreed upon by the parties hereto.

  • Purchase Closing On the Purchase Date,

  • Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Additional Closing (i) Upon the terms and subject to the conditions set forth herein, five (5) calendar days following the filing with the Commission of a Registration Statement registering the resale of the maximum aggregate number of (i) shares of Common Stock issuable pursuant to the conversion of the Preferred Stock and (ii) Warrant Shares issuable upon exercise of the Warrants issuable pursuant to this Agreement (collectively, the “Registrable Securities”), upon satisfaction of the applicable deliveries and closing conditions set forth in Section 2.2, the Company agrees to sell, and the Purchaser agrees to purchase, an additional five hundred (500) shares of Preferred Stock at price of $1,000 per share of Preferred Stock. Concurrently with the issuance of the Preferred Stock, the Company shall issue to Purchaser a Warrant to purchase up to a number of Warrant Shares equal to the number of shares of Conversion Shares issuable upon conversion of the Preferred Stock issued at the Additional Closing. The Purchaser shall deliver to the Company, via wire transfer immediately available funds equal to the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser such number of shares of the Preferred Stock purchased and the Warrant, as determined pursuant to Section 2.2(a) and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Additional Closing shall occur at the offices of Xxxxx Xxxxxxx LLP, counsel to the Purchaser, or such other location as the parties shall mutually agree.

  • Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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