Put Closing Sample Clauses

Put Closing. Subject to Section 8.4, the closing of the purchase of Put Securities or Partially Put Securities (the “Put Closing”) shall take place at the offices of the Company on a date as the Company shall specify by notice to the Unilever Stockholder, which date shall be as promptly as practicable following the delivery of the applicable Put Notice and in any event not later than (a) 90 calendar days after the later to occur of (i) the date such Put Notice or the Partial Put Notice (as the case may be) is received by the Company, (ii) the date on which the Fair Market Value of the Put Shares shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of any Governmental Authority necessary for the purchase of the Put Securities shall have been obtained, or (iv) the date on which the Contingent Payment shall have been determined pursuant to Section 3 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Put Closing Date”). On the Put Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b). At the Put Closing, (x) on a Put Closing Date prior to the Eighth Year and, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder shall deliver to the Company, (A) with respect to Put Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put Notes, the original of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note to be repurchased by the Company, in exchange for (ii) payment of the Put Price for such Put Securities or Partially Put Securities to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds, and (y) on a Put Closing Date after the Eighth Year where the conditions set forth in Sections 8.4(a)(ii) shall not have been satisfied (an “Eighth Year Put Closing Date”), the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of autho...

Put Closing. If the Stockholder or his Personal Representative elects to exercise his put option as described in Section 2.3 above, the Stockholder or his Personal Representative shall give written notice to the Company of such intention not later than ninety (90) days after his Termination of Employment or Sale of the Company (other than a Sale of the Company subject to the Drag-Along Right). The Closing of such repurchase shall otherwise be effected in accordance with the provisions set forth in Section 2.2 hereof for a call closing.

Put Closing. The Stockholder's put rights under this Section 3.3 shall be exercisable at any time within ninety (90) days following the date of the Eligible Termination by delivery of written notice (the "Put Notice") to the Company. Except as provided in Section 7.2 hereof, the closing of the repurchase of the Put Shares shall, at the option of the Company, be held not earlier than five (5) days nor later than thirty (30) days after the determination of the Common Equity Value pursuant to Section 3.4 hereof. The Stockholder's put rights under this Section 3.3 shall lapse if not exercised within the time period specified above and in accordance with the provisions hereof, except as otherwise provided in Section 7 hereof. Amounts due from the Company to the Stockholder under this Section 3.3 shall be set off in payment of any amounts payable from the Stockholder to the Company under the Note. Upon delivery by the Company of the repurchase price for the Put Shares in accordance with Section 8 hereof, all of the Shares shall no longer be deemed to be outstanding, all of the Stockholder's rights with respect to the Put Shares shall terminate with the exception of the right of the Stockholder to receive the repurchase price in exchange therefor pursuant to this Section 3.3, and the Stockholder hereby appoints the Company as his attorney-in-fact to take all actions necessary and sign all documents required to cancel the Put Shares on its books and records.

Put Closing. The closing (the "Put Closing") of the purchase and sale of Shares pursuant to a Put will take place on a date selected by BCSG which will be no earlier than the 16th and no later than the 30th day following the date of the final determination of the Put Price pursuant to Section 7(b) hereof. Payment of the Put Price for all Shares tendered will be paid by BCSG at the Put Closing by cashier's or certified check or by wire transfer of immediately available funds to an account designated by the Holder. If Holder's right to exercise Holder's Option was suspended in accordance with the proviso to Section 6(b), BCSG shall pay to the Holder, in addition to the Put Price, interest on the unpaid Put Price at an annual rate equal to the prime rate as published from time to time by The Wall Street Journal for the period between the Put Exercise Date and the Put Closing.

Put Closing. The closing of the exercise of the put right shall take place at the offices of the Company at 10:00 a.m. local time on a date not more than seven (7) days after the date of the Put Notice, or at such other time and place as the Company and the Holder(s) may agree upon (the "Put Closing Date"). At the closing the Holder(s) will deliver to the Company a Warrant or Warrants evidencing or exercisable for at least the Put Number of Warrant Shares (properly endorsed or accompanied by assignments, with signature(s) guaranteed or similar appropriate documentation of authority to transfer) against payment of the Repurchase Price to the Holder(s) in the manner specified in Section 5(c) hereof (together with Warrants of like tenor evidencing the right to purchase any Warrant Shares, in either case to the extent that the number of shares represented by the Warrants presented to the Company were in excess of the Put Number).

Put Closing. The closing for any shares put to Xxxxxxx Xxxx shall occur on the date indicated in the notice, unless an earlier time is agreed to by the parties. At the closing, Xxxxxxx Xxxx shall pay Xxxxx Xxxx an amount equal to the purchase price. Xxxxx shall represent and warrant that she has good and marketable title to the shares and that such shares are free from all liens, encumbrances or interests of third parties at the time of the closing.

Put Closing. The Company shall purchase from the Participating ----------- Holders, and each Participating Holder shall sell to the Company (the "Put Closing"), all of each Participating Holder's Registrable Securities at such time and place as may be agreed upon by the Company and the Majority Participating Holders, but in no event shall the Put Closing occur more than 120 days after the determination of the fair market value in accordance herewith. In the absence of an agreement, the Put Closing shall occur at the offices of the Company's principal outside counsel. At the Put Closing, each Participating Holder shall deliver to the Company certificates representing such Holder's Registrable Securities (free and clear of all liens and encumbrances other than those granted in favor of and held by the Company's creditors), and the Company shall pay to each Participating Holder the purchase price therefor as provided herein by wire transfer of immediately available funds. Upon the consummation of the Put Closing as contemplated hereby, the Company's obligations under this Section 5 shall terminate.

Put Closing. The closing of the contribution of Contributed Transmission Facilities pursuant to the exercise of a Put Right (each such closing, a "Put Closing"), shall occur on a Business Day, shall take place at a location mutually agreed by the Putting GridAmerica Company and the Company and shall be consistent with the requirements set forth in the applicable Put Agreement, including any conditions precedent to closing contained in such Put Agreement. No Put Closing shall occur less than 270 days after the date on which the Put Right in respect thereof was exercised, unless the Company and the Putting GridAmerica Company otherwise agree. The deliveries by the parties at the Put Closing and the conditions precedent to the Put Closing, including necessary consents and approvals of third parties and Governmental Authorities, shall be set forth in the applicable Put Agreement; provided, however, that at a minimum: (a) At each Put Closing, the Putting GridAmerica Company shall execute and deliver, or cause to be executed and delivered, to the Company, the following documents and agreements: (1) assignments, bills of sale, warranty deeds, and other documents assigning the applicable Transmission Facilities to the Company, free and clear of all Encumbrances securing any indebtedness of the Putting GridAmerica Company or any Affiliate thereof, except as the Company and the Putting GridAmerica Company may otherwise agree in the Put Agreement; and (2) unless such Putting GridAmerica Company or its designee is already a Member of the Company, such documentation as may be required by the LLC Agreement to become a Member of the Company. (b) At each Put Closing, the Company shall deliver to the Putting GridAmerica Company the following documents: (1) an assumption agreement; (2) evidence of appropriate entry of the Units to be issued to the Putting GridAmerica Company upon exercise on the Company's Unit Registry (as defined in the LLC Agreement); and (3) a Favorable Opinion of Counsel to the effect that such Units have been duly and validly issued by the Company and are fully paid and non-assessable.

Put Closing. Subject to Section 13.1(d), the Put closing shall occur at 10:00 a.m., New York City time, on the Put Right Closing Date at such location designated by the Put Right Holder in the Put Notice. On the Put Right Closing Date, (i) the Put Right Holder shall sell, and the Company shall purchase, all of the Put Securities then held by the Put Right Holder, free and clear of any liens or other encumbrances (other than restrictions on transfer imposed by federal and state securities laws), for the Put Price. Subject to Section 13.1(d), the Put Right Holder shall deliver certificates evidencing the Put Securities then held by the Put Right Holder against delivery by the Company of the Put Price. Subject to Section 13.1(d), the delivery of the Put Price by the Company shall be made in U.S. dollars by wire transfer in immediately available funds to the account or accounts designated by the Put Right Holder in the Put Notice.

Put Closing. The closing of any purchase under Section 18.2.1 shall be held at a place and date specified by the Buyer by written notice given to Seller not more than twenty (20) days after the Seller shall have exercised the option pursuant hereto; the date of the closing shall not be more than thirty (30) days after the Seller shall have exercised the option pursuant to Section 18.2. 1. At the closing, (i) the Seller shall deliver to Buyer a certificate or certificates for all the Shares of Additional Stock duly endorsed in blank and with all required stock transfer stamps attached, if any, and (ii) Buyer shall pay to Seller the purchase price for the Shares after first deducting any amounts then outstanding under the Loan as an offset to the Loan. The purchase price shall be payable by wire transfer of immediately available funds to an account specified by the Seller by written notice given to Buyer at least two business days before the closing.