Common use of Put Closing Clause in Contracts

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.