SATH’s and Sub’s Put Right Sample Clauses

SATH’s and Sub’s Put Right. At any time after the second anniversary of the Effective Date and prior to the fifth anniversary of the Effective Date, SATH and Sub will have the right (the “Put Right”) to require the Company to purchase all but not less than all of the Membership Interests of SATH and Sub on the Contract Terms at a price equal to the Fair Market Value thereof (as determined under Section 11.8). The Put Right must be exercised by SATH and Sub concurrently and neither may exercise such right without the participation of the other. The Fair Market Value will be determined as of the date on which SATH and Sub give written notice to the Company and Scripps Holding of its intent to exercise such right. The closing of a Disposition shall take place not later than 30 days after the Fair Market Value is finally determined. Notwithstanding any permitted Disposition of SATH’s and Sub’s interests in the Company, the Put Right may not be Disposed to any Person other than a Transferee pursuant to Section 11.4. Notwithstanding the foregoing provisions of this Section 11.6.1, the Put Right may not be exercised if a Sale Notice has been given pursuant to Section 11.5 and has not been rescinded or otherwise terminated. As a condition to the closing of the transactions contemplated by exercise of the Put Right, SATH shall use the proceeds of such sale (less expenses related thereto but including the proceeds to Sub) to redeem any Series D Preferred Shares held by Scripps or its Affiliates at the Original Issue Price thereof, plus accrued and unpaid dividends thereon, and the put price will be reduced, on a dollar for dollar basis, first, by such redemption price, including accrued and unpaid dividends thereon, and second, by the amount of principal and interest owed by SATH to Scripps or its Affiliates under any indebtedness for borrowed money.
Sample 1
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Related to SATH’s and Sub’s Put Right

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Forward Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • Conditions to All Credit Extensions after the Closing Date Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Conditions and Closing 4.1 The Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings.

  • Xxxxx of Option; Conditions Tenant shall have the right to extend the Term (the “Renewal Option”) for one additional period of 5 years commencing on the day following the Termination Date of the initial Term and ending on the 5th anniversary of the Termination Date (the “Renewal Term”), if:

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