Put Procedures Sample Clauses

Put Procedures. The Executive Parties may elect to exercise the right to have the Holding Company purchase all or any portion of the Executive Securities by delivering written notice (the “Put Notice”), to the Holding Company. The Put Notice will set forth the number and type of shares of Executive Securities to be sold by such holder(s), the aggregate consideration to be paid for such shares and the time (which shall not be less than 30 days nor more than 90 days after the date the Put Notice is delivered) for the closing of the transaction. If any shares of Executive Securities are held by Permitted Transferees of Executive, the Holding Company shall purchase the shares required to be purchased from such holder(s) of shares of Executive Securities pro rata according to the number and type of shares of Executive Securities held by such holder(s) at the time of delivery of such Put Notice (determined as nearly as practicable to the nearest share).
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Put Procedures. The Put Right is exercisable by the holder(s) of the Executive Stock delivering written notice (the "Put Notice") to the Company during the period beginning on the date 30 days after the Termination Date and ending of the date 90 days after the Termination Date. The Put Notice will set forth the number of shares of each class of Executive Stock to be sold by the holder(s).
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Put Procedures. Pursuant to the Put Right, the Participant may elect to exercise his right to require the Company to purchase all or any portion of the Puttable Options or Puttable Shares by delivering written notice or notices (each, a “Put Notice”) to the Company. To the extent the Participant is exercising the Put Right with respect to the Puttable Shares, the Company shall be required to repurchase such Shares at a price per share equal to the Fair Market Value thereof determined by the Board on the date of the Put Closing (as defined in Section 3(c) below) after taking due consideration of (but not being bound by) the Formula Price (as defined below). If the Participant is exercising the Put Right with respect to any Puttable Options, the Company shall be required to purchase each such Puttable Option at a price per Share equal to the excess, if any, of the Fair Market Value of a Share, over the per Share exercise price of such Puttable Option. If the Participant believes that Fair Market Value is greater than the Fair Market Value determined by the Board, then the Participant may deliver a written objection notice to the Board within ten (10) business days of such determination (an “Objection Notice”), setting forth the Participant’s estimate of Fair Market Value (the “Participant’s Estimated Fair Market Value”). If the Participant timely delivers such an Objection Notice, the Company will promptly engage an Independent Appraiser. The Independent Appraiser will be engaged to deliver to the Board and the Participant a written determination (such determination to include a report setting forth all material analyses used in arriving at such determination) within thirty (30) days of being engaged stating the Independent Appraiser’s determination of Fair Market Value, which determination shall be made after taking due consideration of (but not being bound by) the Formula Price. If the Independent Appraiser’s determination of Fair Market Value exceeds the Fair Market Value as determined by the Board, the repurchase price for the Puttable Shares and the Puttable Options shall instead be determined using either the Fair Market Value determined by the Independent Appraiser, or, if the Fair Market Value determined by the Independent Appraiser exceeds the Formula Price, the Formula Price. If the Fair Market Value determined by the Independent Appraiser is less than ninety percent (90%) of the Participant’s Estimated Fair Market Value, the Participant may rescind his Put Notice...
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Put Procedures. (i) The Put Right is exercisable by the holder(s) of the Executive Stock delivering written notice (the "Put Notice") to the Company, the Xxxx ---------- Stockholders and the Bear Xxxxxxx Stockholders during the period beginning on the date that Executive is terminated by the Company (the "Termination Date") ---------------- and ending on the date 65 days after the Termination Date. The Put Notice will set forth the number of shares of each class of Executive Stock held by all of the holder(s) of Executive Stock. (ii) The Xxxx Stockholders and the Bear Xxxxxxx Stockholders may each elect to purchase their pro rata share (determined based upon the number of shares of Class A Common and Class B Common held by each) of any or all of the shares of Executive Stock which the Company is otherwise required to purchase pursuant to the Put Option by delivering written notice (the "Initial Put ----------- Purchase Notice") to the holder or holders of each class of Executive Stock, the --------------- Company and the other party, within 30 days after receiving the Put Notice. To the extent that the Xxxx Stockholders or the Bear Xxxxxxx Stockholders do not elect to purchase their full allotment of Executive Stock, the other party shall be entitled to purchase all or any portion of the remaining Executive Stock by providing notice (the "Supplemental Put Purchase Notice") to each of the parties -------------------------------- receiving the Initial Put Purchase Notice within the later of (i) 10 business days after receipt of the Initial Put Purchase Notice or (ii) the expiration of the 30 day period during which the Xxxx Stockholders and the Bear Xxxxxxx Stockholders were entitled to deliver Initial Put Purchase Notices. To the extent that, after giving effect to the reoffer pursuant to the immediately preceding sentence, any portion of the Executive Stock is not being purchased by the Xxxx Stockholders or the Bear Xxxxxxx Stockholders, the Company must repurchase the remaining Executive Stock as set forth in Section 4(d) below. Each Initial Put Purchase Notice and Supplemental Purchase Notice shall set forth the number of shares of each class of Executive Stock to be acquired from such holder(s) and an estimate of the aggregate consideration to be paid for such holder's shares of each such class of Executive Stock.
Sample 1
Put Procedures. In order to exercise the Put (described in Section 2), a Holder must: (a) give Charthouse written notice of their intent to exercise the Put at least 30 days prior to the beginning of the Unit Week desired to be Put; (b) Put the entire Unit Week to Charthouse; (c) exercise the Put within 5 years after the Effective Date; (d) be current with all license payments (if paying by installment), annual dues and special assessment, if any, for the Interest, and such amount is to be consideration of the Charthouse rental pool fee of 5%. Provided that, notwithstanding the foregoing, Charthouse may reject the Put if it has received 5 requests for the requested Unit Week (Charthouse will accept requests in the order of receipt). Furthermore, this guarantee is conditioned upon there being no action threatened, pending or taken, which makes the Charthouse rental pool or the Guaranteed Rental Arrangement illegal, or otherwise restricts or prohibits the ability of Charthouse to use the Unit Week.
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Put Procedures. The Purchaser may exercise the Put at any -------------- time during Put Period I or Put Period II by giving written notice to Seller stating that the Put is being exercised. Such notice shall set forth (i) the aggregate principal amount of the Surplus Notes being sold, and (ii) the date for the sale of the Surplus Notes, which date shall be not less than five nor more than fifteen days after the date of such notice (the "Put Closing Date"). ---------------- The sale shall occur on the Put Closing Date at the offices of Seller commencing at 10:00 a.m. or at such other time, date or location as may be agreed by the parties hereto. The Purchaser may exercise the Put only once during each Put Period. If the Put is not exercised in full during Put Period II, the Put shall expire and be of no further force or effect.
Sample 1
Put Procedures. The Executive Put Right is exercisable by the Executive delivering written notice (the "Executive Put Notice") to the Company during the 180 day period beginning on the date of such Executive's termination of employment without Cause or such Executive's Permanent Total Disability, as applicable. The Executive Put Notice will set forth the number of Executive Shares to be sold to the Company and the holders of such Executive Shares, but in no event shall such number exceed 20% of the Executive Shares then owned by such Executive or any member of such Executive's Family Group.
Sample 1
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Put Procedures. In the event that the Executive exercises the Executive Put by giving notice thereof pursuant to the notice provisions of this Agreement, the Executive shall tender such number of shares of Employer Common Stock necessary to extinguish the Executive Note and the Executive shall be entitled to receive the remainder of the 62,500 shares acquired by the Executive, if any, that remain after such tender. The shares of Employer Common Stock so tendered by the Executive shall be delivered to Employer together with a stock power signed in blank by the Executive (with his signature guaranteed), and the remaining shares of Employer Common Stock acquired by the Executive (being held pursuant to the Executive Pledge) shall be released from the Executive Pledge and returned to the Executive free from any restriction, lien or encumbrance. In addition, the original of the Executive Note shall be marked "paid in full" by the Employer and returned to the Executive.
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Put Procedures. The Estate Put Right is exercisable by the applicable Executive's estate delivering written notice (the "Estate Put Notice") to the Company during the 180 day period beginning on the date of such Executive's death. The Estate Put Notice will set forth the number of Executive Shares to be sold to the Company and the holders of such Executive Shares.
Sample 1

Related to Put Procedures

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Payment Procedures Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and certification duly executed, accompanied by payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9, in cash or by certified or cashier's check or money order payable to the order of the Company, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or make available, if the Rights Agent is the transfer agent) certificates for the number of Preferred Shares to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depository agent, requisition from the depositary agent depositary receipts representing interests in such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of the issuance of fractional shares in accordance with Section 14 or otherwise in accordance with Section 11.1.3, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such Right Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11.1.3, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate.

  • Settlement Procedures On each Payment Date, the Servicer shall direct the Collateral Custodian to pay pursuant to the Servicing Report (and the Collateral Custodian shall make such payment from the Collection Account to the extent of Available Funds in reliance on the information set forth in such Servicing Report) to the following Persons, the following amounts in the following order of priority: (a) to each Hedge Counterparty, if applicable, pro rata, based on the respective amounts owed under all Interest Rate Hedge Transactions related thereto, including any unpaid Hedge Breakage Costs with respect thereto; (b) to the Servicer, in an amount equal to any accrued and unpaid Servicing Fees and any reimbursable expenses of any successor Servicer; (c) pro rata in accordance with the amounts due under this clause and to the extent not paid by the Borrower, to the Backup Servicer and the Collateral Custodian, pro rata, in an amount equal to (i) any accrued and unpaid Backup Servicing Fees, Collateral Custodian Fees, Owner Trustee Fees and Transition Expenses, and (ii) incurred but unreimbursed reasonable third-party, out-of-pocket expenses relating to their respective duties as Backup Servicer, Collateral Custodian or Owner Trustee hereunder, in respect of which the Backup Servicer, the Collateral Custodian or the Owner Trustee, as applicable, has provided prior written notice setting forth such expenses in reasonable detail to the Servicer and the Administrative Agent, for the payment thereof, provided that amounts payable pursuant to this clause (ii) shall not exceed $5,000 for any Payment Date; (d) to the Administrative Agent, on behalf of the Lenders, in an amount equal to any accrued and unpaid Interest and any other fees or expenses due and payable to the Lenders hereunder; (e) to the Administrative Agent, for the account of each applicable Lender in reduction of the Outstanding Loan Balance, an amount equal to the Required Reduction Amount, if any; (f) pro rata in accordance with the amounts due under this clause to the Administrative Agent, any applicable Lender, the Backup Servicer, the Collateral Custodian, any successor Servicer, the Indemnified Parties or the Secured Parties, all other amounts, including any expenses, Increased Costs, Taxes or Indemnified Amounts due from the Borrower, but other than the principal and interest of the Outstanding Loan Balance, then due under this Agreement; (g) after the occurrence and during the continuance of an Event of Default, to the Administrative Agent, for the account of each applicable Lender, all amounts necessary to reduce the Outstanding Loan Balance to $0; and (h) any remaining amounts shall be distributed to the Borrower (and the Borrower shall be permitted to, among other things, further distribute such amounts to its Affiliates or its members at its discretion); provided that the Borrower may at its discretion direct the Collateral Custodian to pay any portion of the remaining amounts to the Administrative Agent, on behalf of the Lenders, in reduction of the Outstanding Loan Balance.

  • Reply Procedures In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

  • Dispute Settlement Procedures The objectives of this procedure is to promote the prompt resolution of grievances by consultation, co-operation and discussion; to reduce the level of disputation; and to promote efficiency, effectiveness and equity in the workplace. a) In relation to any matter that may be in dispute, except matters relating to the actual or threatened termination of your employment, the parties to the dispute must firstly attempt to resolve the dispute at the workplace level, by: i) you and your supervisor meeting and conferring on the matter; and if the matter is not resolved at such a meeting, the parties arranging further discussions involving more senior levels of management (as appropriate); and ii) acknowledging the right of either party to appoint, in writing, another person to act on their behalf in relation to resolving the matter at the workplace level; and iii) agreeing to allow either party to refer the matter to mediation or other alternative dispute resolution process to be conducted by a person agreed between the parties in dispute on the matter; iv) agreeing that if either party refers the matter to alternative dispute resolution both parties will participate in the alternative dispute resolution in good faith; and v) agreeing that during the time when the parties attempt to resolve the matter: - the parties continue to work in accordance with their contract of employment unless you have a reasonable concern about an imminent risk to your health or safety; and - subject to relevant provisions of any state or territory occupational health and safety law, you must not unreasonably fail to comply with a direction by us to perform work, whether at the same workplace or another workplace, that is safe and appropriate for you to perform; and - the parties must cooperate to ensure that the dispute resolution procedures are carried out as quickly as is reasonably possible. b) The parties to the dispute acknowledge that if we are unable to agree on the person to conduct the alternative dispute resolution process, either party can notify the Industrial Registrar. In this case, the Industrial Registrar will provide the parties with information about options to resolve the dispute.

  • Procurement Procedures 11.1 The Recipient must secure the best value for money and shall act in a fair, open and non-discriminatory manner in all purchases of goods and services.

  • Formal Procedures 1. Upon presentation to the academic Xxxx of a petition signed by one–third (1/3) of the full–time members of the department/work area, excluding the department chair, stating specific reasons for recalling the department chair, the academic Xxxx shall promptly give fourteen (14) calendar days' written notice to all department/work area members setting forth the time, date and place of a meeting to consider the recall petition and to vote on either a motion that the department/work area chair continue in office or a motion to recommend to the President of the College that the President declares a vacancy to exist in the department/work area. The department chairperson/work area may be present at this meeting. 2. The academic Xxxx and an impartial person from the faculty at large, who shall be elected by members of the department/work area, shall conduct the recall meeting, and if the academic Xxxx and the members of the department/work area shall have so decided, shall conduct successor meetings for the same purpose. The academic Xxxx and such impartial person from the faculty at large shall record any subsequent vote(s) taken within the department/work area on this matter. 3. A vote by secret ballot of the majority of all full–time department/work area members shall be required to recommend to the President of the College or the President’s designee that the President declares a vacancy to exist in the department chair position. If a majority of the department/work area members so vote, the results of the balloting with reasons shall be forwarded to the President of the College or the President’s designee. The President of the College shall determine the recall or continuance within ten (10) calendar days and so notify the department/work area with reasons. The President's decision shall be final.

  • Disbursement Procedures The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

  • Amendment Procedures Amendments to this Agreement may be proposed only by the General Partner. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so free of any duty or obligation whatsoever to the Partnership, any Limited Partner or any other Person bound by this Agreement, and, in declining to propose or approve an amendment to this Agreement, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity, and the General Partner in determining whether to propose or approve any amendment to this Agreement shall be permitted to do so in its sole and absolute discretion. An amendment to this Agreement shall be effective upon its approval by the General Partner and, except as otherwise provided by Section 13.1 or Section 13.3, the holders of a Unit Majority, unless a greater or different percentage of Outstanding Units is required under this Agreement. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any amendments. The General Partner shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has posted or made accessible such amendment through the Partnership’s or the Commission’s website.

  • Redemption Procedures (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder. (ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests. (iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.

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