Right of Seller to Put Shares Sample Clauses

Right of Seller to Put Shares. If, on the date which is eight hundred ten (810) days after Settlement Date, the Seller has not sold all of the Registrable Securities and is not then able to sell all of the Registrable Securities pursuant to an effective
Sample 1
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Right of Seller to Put Shares. (a) On or after seven (7) months from the date of Closing, the Seller shall have the right, but not the obligation, to have Rick’s purchase from the Seller a total of 150,000 of the Rick’s Shares (for purposes of this Section 3.2, the 150,000 Rick’s Shares shall hereinafter be referred to as the “Rick’s Put Share”) in an amount and at a rate of not more than 6,250 of the Rick’s Put Shares per month (the “Monthly Shares”) calculated at a price per share equal to $20.00 per share (“Value of the Rick’s Shares”) until the Seller has received an aggregate of $3,000,000 from (i) the sale of the Rick’s Put Shares, regardless of whether sold to Rick’s, sold in the open market or in a private transaction or otherwise and (ii) the payment of any Deficiency (as hereinafter defined) by Rick’s. Seller shall notify Rick’s during any given month of its election to “Put” the Monthly Shares to Rick’s during that particular month and Rick’s shall have three (3) business days to elect to buy the Monthly Shares or instruct the Seller to sell the Monthly Shares in the open market. At Rick’s election, during any given month, it may either buy the Monthly Shares or, if Rick’s elects not to buy the Monthly Shares from Seller, then Seller shall sell the Monthly Shares in the open market and any deficiency between the amount which Seller receives from the sale of the Monthly Shares and the Value of the Rick’s Shares (the “Deficiency”) shall be paid by Rick’s within three (3) business days after receipt of written notice from the Seller of the sale of the Monthly Shares which shall provide the written sales confirmation and the amount of the Deficiency. Rick’s obligation under this Section 3.2(a) to purchase the Monthly Shares from Seller shall terminate and cease at such time as Seller has received an aggregate amount of $3,000,000 from (i) the sale of the Rick’s Put Shares, regardless of whether sold to Rick’s, sold in the open market or in a private transaction or otherwise, and (ii) the payments of any Deficiency by Rick’s. Seller agrees to provide monthly statements to Rick’s as to the total number of Rick’s Put Shares which Seller sold and the amount of proceeds derived therefrom. Except as set forth in Section 3.2(b) below, nothing contained in this Section 3.2(a) shall limit or preclude Seller from selling the Rick’s Put Shares in the open market or require Seller to “Put” the Rick’s Put Shares to Rick’s during any given month. (b) Seller and Rick’s will enter into a Lock-Up...
Sample 1
Right of Seller to Put Shares. If, on the date which is eight hundred ten (810) days after Settlement Date, the Seller has not sold all of the Registrable Securities and is not then able to sell all of the Registrable Securities pursuant to an effective registration statement or an exemption from registration under the Act (and any required qualification or compliance or exemption therefrom under applicable blue sky laws), then the Seller shall have the option, by written notice to Purchaser to be given on or before the date which is eight hundred forty (840) days after the Settlement Date, to require Purchaser to purchase from Seller any remaining Registrable Securities held by Seller at a purchase price of $6 per share. The closing date for such sale shall occur no later than 30 days after Seller gives such notice to Purchaser. Without limiting the generality of the foregoing, in the event Purchaser shall fail to maintain the listing of any Purchaser Shares or Additional Shares upon the OTC Bulletin Board or the NASDAQ Small Cap Market for so long as Seller shall continue to hold any Purchaser Shares or Additional Shares, then Seller shall have the option, by written notice to Purchaser to be given within sixty (60) days after the later of Seller's receipt of Purchaser's notice of such delisting given pursuant to Section 5.14 or Seller's acquiring actual knowledge of such delisting, to require Purchaser to purchase from Seller any remaining Additional Shares or Purchaser Shares held by Seller at a purchase price of $6 per share. The closing date for such sale shall occur no later than thirty (30) days after Seller gives such notice to Purchaser.
Sample 1

Related to Right of Seller to Put Shares

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser: (a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing; (b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults; (c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”); (d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”); (e) An Officer’s Certificate in substantially the form of Schedule 3.5(e); (f) The Memorandum of Understanding; (g) The Draft Closing Statement; (h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and (i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.

  • Conveyance From Seller to Purchaser Subsection 6.01

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

  • Condition of Purchased Assets The Purchased Assets are in good repair and working condition, normal wear and tear excepted, are suited for the uses currently intended, are in conformity with all applicable laws, ordinances, rules and regulations and are in good saleable condition, normal wear and tear excepted.

  • Seller Deliverables At the Closing, Seller shall take the following actions (or cause such actions to be taken): (i) deliver to Purchaser a copy of the Escrow Agreement, duly executed by Xxxxxx; (ii) deliver to Purchaser a certification from the Company that complies with Section 1445 of the Code and Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h), dated as of the Closing Date and executed by a responsible corporate officer of the Company, certifying that the Company Shares are not “United States real property interests” (within the meaning of Section 897(c)(1) of the Code), which the Purchaser is hereby authorized to deliver to the Internal Revenue Service on behalf of the Company after the Closing; provided that, if no such certificate is delivered at the Closing, Purchaser’s sole remedy shall be to deduct and withhold pursuant to Section 3.6 of this Agreement; (iii) to the extent that the Company Shares are in certificate form, deliver to Purchaser stock certificates evidencing the Company Shares, free and clear of all Encumbrances, other than restrictions on transfer imposed by applicable securities laws, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer Tax stamps affixed thereto, and to the extent that the Company Shares are not in certificate form, deliver to the Purchaser stock powers or other instruments of transfer duly executed in form for transfer, free and clear of Encumbrances, with respect to the Company Shares and such other documentation as is reasonably required to transfer the Company Shares in full to Purchaser; (iv) deliver to Purchaser (a) duly executed payoff letters (each, a “Payoff Letter”) in form and substance reasonably satisfactory to Purchaser from all financial institutions and other Persons to which any of the Indebtedness listed in Section 2.3 of the Company Disclosure Schedule is owed, or the applicable agent, trustee or other representative on behalf of such Persons, each of which Payoff Letters shall (x) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such Indebtedness as of the Closing Date (the “Payoff Amount”) and (y) state that all indebtedness, commitments, obligations (including guarantees) in respect thereof (subject to contingent indemnification obligations not yet accrued and payable and other obligations that expressly survive pursuant to the terms governing such indebtedness) and Encumbrances in connection therewith on the assets of the Company or any of its Subsidiaries shall be, substantially concurrently with the receipt of the Payoff Amount on the Closing Date by the Persons holding such Indebtedness, discharged and terminated in full and released or arrangements reasonably satisfactory to Purchaser for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then-outstanding letters of credit or similar Indebtedness thereunder and (b) all documents, filings, and instruments necessary or customary to evidence the termination and release referred to in the preceding clause (a) (the “Release Documents”, together with each Payoff Letter, the “Payoff Documentation”); (v) deliver to Purchaser the resignations referred to in Section 7.16; and (vi) deliver to Purchaser the closing certificate contemplated by Section 8.2(c).

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

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