Common use of Put Option Closing Clause in Contracts

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified Parent of such 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 Holder of the Put 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 Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder or, at the option of Holder in its sole discretion, a promissory note in the form of Exhibit A.2, duly executed by the Loan Parties, payable to the Holder in the principal amount of the Put Price which 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 Shares and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4.

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has the Holders have notified Parent of such Holder’s 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 Holder Holders of the Put Share 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 Holder Holders 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, discretion by a promissory note Note in the form of attached hereto as Exhibit A.2A-1, duly executed by the US Loan Parties, payable to the such Holder in the principal amount of the Put Price which promissory note 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 Shares and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4Shares.

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified Parent the Company of such 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 Holder of the Put Share 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 Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder Holder, or, at the option of Holder in its sole discretion, discretion by a promissory note Note in the form of attached hereto as Exhibit A.2C, duly executed by the Loan PartiesCompany, payable to the Holder in the principal amount of the Put Price Price, which promissory note Junior Subordinated Note shall constitute a “Senior 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 and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4Shares.

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified Parent Topco of such 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 Holder of the Put 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 Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder or, at the option of Holder in its sole discretion, a promissory note in form and with terms identical to those of the form of Exhibit A.2Senior Subordinated Notes, duly executed by the Loan Parties, payable to the Holder in the principal amount of the Put Price which promissory note shall constitute a “Senior Subordinated 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 Shares and the remaining amounts due shall be paid by delivery of a Junior Subordinated Note note in accordance with Section 10.4.

Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has the Holders have notified Parent of such Holder’s 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 Holder Holders of the Put Share 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 Holder Holders 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, discretion by a promissory note Note in the form of attached hereto as Exhibit A.2A-1, duly executed by the US Loan Parties, payable to the such Holder in the principal amount of the Put Price which promissory note 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 Shares and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4Shares.