Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which the Holders have notified Parent of such Holders' intention to exercise the Put Option (a "Put Option Closing") shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holders of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent will deliver to the Holders the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, or, at the option of such Holder in its sole discretion by a Note in the form attached hereto as Exhibit A-1, duly executed by the US Loan Parties, payable to such Holder in the principal amount of the Put Price which Note shall constitute a "Note" for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.
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Samples: Note and Equity Purchase Agreement (Corrpro Companies Inc /Oh/)
Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which the Holders have any Holder has notified Parent Topco of such Holders' Holder’s intention to exercise the Put Option (a "“Put Option Closing"”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holders Holder of the Put Shares Share will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent Topco will deliver to the Holders Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, Holder or, at the option of such Holder in its sole discretion by discretion, a Note promissory note in form and with terms identical to those of the form attached hereto as Exhibit A-1Senior Subordinated Notes, duly executed by the US Loan Parties, payable to such the Holder in the principal amount of the Put Price which Note shall constitute a "Note" for all purposes hereunder and under the Transaction DocumentsPrice. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put SharesShares and the remaining amounts due shall be paid by delivery of a note in accordance with Section 10.4.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)
Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified the Holders have notified Parent Company of such Holders' Holder’s intention to exercise the Put Option (a "“Put Option Closing"”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holders Holder of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent the Company will deliver to the Holders Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, or, at the option of such Holder in its sole discretion by a Note in the form attached hereto as Exhibit A-1C, duly executed by the US Loan PartiesCompany, payable to such the Holder in the principal amount of the Put Price Price, which Junior Subordinated Note shall constitute a "“Junior Subordinated Note" ” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)
Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which the Holders have any Holder has notified Parent of such Holders' Holder’s intention to exercise the Put Option (a "“Put Option Closing"”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holders Holder of the Put Shares Share will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent will deliver to the Holders Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, Holder or, at the option of such Holder in its sole discretion by discretion, a Note promissory note in the form attached hereto as of Exhibit A-1A.2, duly executed by the US Loan Parties, payable to such the Holder in the principal amount of the Put Price which Note promissory note shall constitute a "“Senior Subordinated Note" ” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put SharesShares and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (Mirion Technologies, Inc.)
Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which the Holders have notified Parent of such Holders' ’ intention to exercise the Put Option (a "“Put Option Closing"”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holders of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent will deliver to the Holders the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, or, at the option of such Holder in its sole discretion by a Note in the form attached hereto as Exhibit A-1, duly executed by the US Loan Parties, payable to such Holder in the principal amount of the Put Price which Note shall constitute a "“Note" ” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.
Appears in 1 contract
Samples: Note and Equity Purchase Agreement (American Capital Strategies LTD)