Put Request Sample Clauses

Put Request. If a Management Limited Partner’s employment or the employment of one of the members of the original Xxxxxx Limited Partner terminates by reason of his death or disability, such Limited Partner or his estate may request that the Partnership purchase the outstanding Units held by him or it at Fair Market Value. The Partnership will undertake commercially reasonable efforts to purchase the Units to the extent and in a form advisable given the financial condition of the Partnership and its Subsidiaries at the time, including without limitation restrictions imposed by the Credit Agreement or other indebtedness of the Partnership or its Subsidiaries.
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Put Request. (a) Subject to Section 3.2.2 of this Agreement, at any time and from time to time before the third anniversary of the date of this Agreement, at the election of Targeted in its sole discretion (the "Put Option") and upon its ---------- written request (the "Put Request"), Biogen shall subscribe for and purchase (a ----------- "Share Purchase") a number of shares of Common Stock having an aggregate fair -------------- market value less than or equal to the Remaining Value (as defined in subsection (b) of this Section 3.2.1) at the time of such Put Request, at the price and on the terms and conditions set forth in this Article 3. The Put Request shall specify (i) the Tranche Purchase Amount (as defined in subsection (b)) of such Share Purchase, (ii) the Remaining Value at the time of the Put Request and immediately after such Share Purchase, and (iii) the date of closing for such Share Purchase (the "Closing"), which date shall be 15 business days ------- from the date the Put Request is made. (b) For purposes of this Article 3, the "Remaining Value" at the time of a --------------- Put Request shall equal the difference of (i) $10,000,000 minus (ii) the sum of the Tranche Purchase Amounts (as defined below) of all Share Purchases (if any) made before the date of such Put Request. The "Tranche Purchase Amount" for any ----------------------- Share Purchase shall mean the aggregate value of the Shares purchased in such Share Purchase, based on the Price Per Share, as determined at the time of such Share Purchase pursuant to subsection (c) of this Section 3.2.1. (c) The price per Share for any individual Share Purchase (the "Price Per --------- Share") shall equal the average of the daily closing prices of a share of ----- Targeted Common Stock, as quoted on the Nasdaq National Market, for the period of [*] directing such Share Purchase. Notwithstanding the foregoing, if at any time during the 30 calendar days following the date of a Put Request Targeted publicly discloses material adverse information and the closing price of a share of Common Stock on the trading day immediately following such disclosure is less than 90% of the closing price of a share of Common Stock on the trading day immediately preceding such disclosure, then (i) the Price Per Share of the Share Purchase for which Targeted made such Put Request shall be adjusted to equal the average of the daily closing prices of a share of Common Stock for the five trading days immediately following the ...
Sample 1
Put Request. The term "PUT REQUEST" shall mean a written notice from a Company Shareholder delivered to MIOA together with the requisite number of MIOA shares free of all encumbrances, claims or liens except for encumbrances under state or federal securities laws. Such request shall be submitted within thirty (30) days after receiving notice from MIOA of a Funding Event and shall state that MIOA has experienced a Funding Event and shall further state the Put Price that the Company Shareholder is entitled to receive as a result of this provision. Unless contested, MIOA shall pay the Put Price to the Shareholder(s) within thirty (30) days of the receipt of the Put Request. If contested, the parties shall in good faith to resolve their differences. If such differences have not been resolved within thirty (30) days, such matters shall be submitted to binding arbitration with the American Arbitration Association serving Palm Beach County, Florida. The non-prevailing party shall pay all reasonable costs and expenses incurred by the prevailing party in such arbitration. Cash shall be paid in lieu of fractional shares and such additional MIOA Shares shall be deemed to have been paid as of the Closing Date for purposes of Rule 144 of the Securities Act of 1933. If MIOA shall fail to pay the Company Shareholder(s) their Put Price within the time periods set forth herein interest shall accrue on the unpaid amount at the maximum rate allowed by law. This covenant shall survive the Closing of this transaction.
Sample 1

Related to Put Request

  • Payment Request The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

  • Audit Request Each Party shall, at its sole cost and expense (except as provided below), have the right one (1) time each Calendar Year to audit, during regular business hours and upon not less than fifteen (15) days prior written notice to the other Party, the books and records maintained by such other Party to determine with respect to any Calendar Year, the accuracy of any report or payment made or expense charged by one Party to the other under this Agreement in the [***] Calendar Years. If a Party desires to audit such records, it shall engage an independent, certified public accountant reasonably acceptable to the other Party, to examine such records under conditions of confidentiality. Such accountant shall be instructed to provide to the auditing Party a report verifying any report made or payment submitted or expense charged by the other Party during such period, but shall not disclose to the auditing Party any Confidential Information of the other Party not necessary to be disclosed. The expense of such audit shall be borne by the auditing Party; provided, however, that, if an error of more than five percent (5%) is discovered, then such expenses shall be paid by the other Party. If such accountant concludes that additional payment amounts were owed or additional expenses were charged to the auditing Party during any period, the other Party shall pay such payment amount (including interest thereon pursuant to Section 7.9 (Interest) from the date such amounts were payable) within thirty (30) days after the date the auditing Party delivers to the other Party such accountant’s written report so concluding, unless such other Party notifies the auditing Party of any dispute regarding the audit and commences proceedings under Article 14 (DISPUTE RESOLUTION) within thirty (30) days after delivery of the accountant’s report (in which case the payment shall be delayed until conclusion of the proceeding). Such auditors shall not be paid on a contingency basis.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Funding Request The Borrower hereby requests the Funding pursuant to Section 2.1 and Section 2.3 of the Loan Agreement.

  • Funding Notice Administrative Agent shall have received a fully executed and delivered Funding Notice.

  • Notice of Conversion/Continuation a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form satisfactory to Agent.

  • Form of Conversion Notice Each convertible Security shall have attached thereto, or set forth on the reverse of the Security, a notice of conversion in substantially the following form: To: Xxxxxxxx Offshore Services, Inc. The undersigned owner of this Security hereby: (i) irrevocably exercises the option to convert this Security, or the portion hereof below designated, for shares of Common Stock of Xxxxxxxx Offshore Services, Inc. in accordance with the terms of the Indenture referred to in this Security and (ii) directs that such shares of Common Stock deliverable upon the conversion, together with any check in payment for fractional shares and any Security(ies) representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares are to be delivered registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security. Dated: Signature: Fill in for registration of shares if to be delivered, and of Securities if to be issued, otherwise than to and in the name of the registered holder. (Name) Social Security or other Taxpayer Identification Number (Please print name and address) Principal amount to be converted: (if less than all) $ . Signature Guarantee* * Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable to the Trustee).

  • Demand Notice Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event more than three Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such Demand Registration Request to all other Holders and the Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as each such Holder may request in writing. Subject to Section 3.1.7, the Company shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days after the date that the Demand Notice was delivered.

  • Change Request Either Landlord or Tenant may request Changes after Landlord approves the Approved Plans by notifying the other party thereof in writing in substantially the same form as the AIA standard change order form (a “Change Request”), which Change Request shall detail the nature and extent of any requested Changes, including (a) the Change, (b) the party required to perform the Change and (c) any modification of the Approved Plans and the Schedule, as applicable, necessitated by the Change. If the nature of a Change requires revisions to the Approved Plans, then the requesting party shall be solely responsible for the cost and expense of such revisions and any increases in the cost of the Tenant Improvements as a result of such Change. Change Requests shall be signed by the requesting party’s Authorized Representative.

  • Payment Requests Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work.

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