Right of Sellers to “Put” Shares Sample Clauses

Right of Sellers to “Put” Shares. On or after one (1) year from the date of Closing, each of Messrs. Xxxxx and Xxxxxxxx shall have the right, but not the obligation, to have Rick’s purchase the Rick’s Shares from each of Messrs. Xxxxx and Xxxxxxxx calculated at a price per share equal to $23.00 per share (“Value of the Rick’s Shares”) until Messrs. Xxxxx and Xxxxxxxx have each received $150,000 from (i) the sale of the Rick’s Shares sold by them, 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. Each Seller, individually, shall notify Rick’s during any given month of his election to “Put” the Rick’s Shares to Rick’s during that particular month and Rick’s shall have three (3) business days to elect to buy the Rick’s Shares or instruct the respective Seller(s) to sell the Rick’s Shares in the open market. At Rick’s election, during any given month, it may either buy the Rick’s Shares or, if Rick’s elects not to buy the Rick’s Shares from the respective Seller(s), then such Seller(s) shall sell the Rick’s Shares in the open market and any deficiency between the amount which the Seller(s) receive from the sale of the Rick’s 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 respective Seller(s) of the sale of the Rick’s Shares which shall provide the written sales confirmation and the amount of the Deficiency. Rick’s obligation under this Section 1.3 to purchase the Rick’s Shares from any respective Seller shall terminate and cease at such time as such Seller has received an aggregate amount of $150,000 from (i) the sale of the Rick’s 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. Each of the Sellers, individually, agree to provide monthly statements to Rick’s as to the total number of Rick’s Shares which Seller sold and the amount of proceeds derived therefrom. Nothing contained in this Section 1.3 shall limit or preclude any Seller from selling their Rick’s Shares in the open market or require any Seller to “Put” their Rick’s Shares to Rick’s during any given month. In the event that Sellers elect to sell their Rick’s Shares pursuant to this Section 1.3, then any amount sold at prices less than $23.00 shall be deemed to be sold at $23.00 for purpo...
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Related to Right of Sellers 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.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by the Purchaser at any time in its sole discretion:

  • Deliverables at Closing (a) At the Closing, Buyer shall deliver to the Company:

  • Option to Purchase Shares The Company hereby grants to the Optionee an Option (the “Option”), pursuant to the Plan, to purchase up to ________________ (___________) shares of the Company’s common stock (the “Stock”). The Option Price for each share of Stock shall be ____________________Dollars and ______________ Cents ($______), which is acknowledged to be 100% of the Fair Market Value of each share of Stock as of the date hereof. The Option shall be exercisable for the number of shares of Stock and during the specific exercise periods (“Exercise Period(s)”) set forth in the following table: Number of Shares Exercise Period _______________________ (___________) Shares ________________1 through ______________

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser:

  • CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion:

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Debenture and Warrants at each Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

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