Put Option Closing Procedure Clause Samples

Put Option Closing Procedure. The Put Option Closing will take place at the offices of ▇▇▇▇▇ & Company, at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at 9:00 a.m. (Vancouver Time) on the Put Option Closing Date. At the Put Option Closing Date, unless otherwise indicated: (a) Taseko will deliver, or cause to be delivered to GRT Ltd., as agent for the Limited Partners, the following: (i) if the Put Option Exercise Price is being paid pursuant to Section 3.4(a), a certified cheque, bank draft or solicitor’s trust cheque payable to GRT Ltd. in the amount of the Put Option Exercise Price; or (ii) if the Put Option Exercise Price is being paid pursuant to Section 3.4(b) or deemed to be so paid, share certificates representing the Taseko Shares registered in the name of the respective Limited Partners pursuant to the direction of GRT Ltd., as agent for the Limited Partners; and (iii) a copy, certified as a true copy by an officer of Taseko, of a resolution of the directors of Taseko approving the issuance and allotment of the Taseko Shares to the Limited Partners and authorizing the issue of the corresponding share certificates; (b) GRT Ltd., as agent for the Limited Partners, will deliver, or cause to be delivered to Taseko: (i) if the Put Option Exercise Price is being paid pursuant to Section 3.4(b): A. at least three days before the Closing Date, a written direction confirming the number of Taseko Shares that each Limited Partner is entitled to based on the number of Units held by each such Limited Partner immediately prior to the Put Option Closing Date; and B. originals of all Unit certificates and such other documentation showing that Taseko is acquiring good title, free of encumbrances to the Units, as Taseko may reasonably require; (ii) a receipt confirming the delivery of the Put Option Exercise Price by Taseko to GRT Ltd.; (iii) a certificate of an officer of GRT Ltd. confirming there has been no material changes in the Partnership since the date of the valuation or agreement respecting the valuation pursuant to Section 3.3; and (iv) confirmation that the representation and warranties set out in Section 5.2 are true and correct on the Closing Date.