Seller Put Option Sample Clauses

Seller Put Option. Each Seller shall have the option to require Premier to purchase from such Seller all but not less than all of such Seller’s Optioned Equity Interests on the terms and conditions described in this Agreement (the “Put Option”). Each Seller may exercise such Seller’s Put Option one time on or after the Effective Date, by delivering written notice of its exercise to Premier (a “Put Option Notice”). The obligation of Premier to purchase the Optioned Equity Interests from such Seller pursuant to the Put Option shall be subject to the following conditions: (a) the consummation of the IPO prior to the Closing (as defined below); (b) the representations and warranties of such Seller set forth in this Agreement shall be true and correct in all material respects as of the Closing; and (c) such Seller shall have complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior to the Closing. If not previously exercised, the Put Option will expire on the earlier of March 31, 2014 or the date and time the Call Option is exercised.
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Seller Put Option. In the event that this Agreement is terminated by the Special Committee or Isle of Capri on behalf of the Purchaser pursuant to Section 12.1(f) of this Agreement, Seller shall have the right (the "Seller Put Option") for a period of thirty (30) days after such termination (the "Put Option Exercise Period"), in Seller's sole discretion, to sell, convey, assign, transfer and deliver to the Purchaser, and Purchaser shall have the obligation to purchase all of Seller's and Gemini's respective right, title and interest in and to the First Closing Assets, in each case in accordance with Article 2 of this Agreement. The Seller shall exercise the Seller Put Option by delivering to the Purchaser within the Put Option Exercise Period written notice of the Seller's intention to exercise the Seller Put Option. The parties to this Agreement agree to consummate the purchase and sale of the First Closing Assets as soon as practicable after the satisfaction or waiver of all conditions to the First Closing set forth in Article 7 of this Agreement, but not prior to the date of the closing of the Merger.
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Seller Put Option. During the sixty (60) day period commencing on the date that is thirty (30) months after the JV Closing Date (the “Option Exercise Period”), upon delivery of written notice to Purchaser (the “Put Option Notice”), Seller may cause Purchaser (or, at the election of Purchaser, an Affiliate of Purchaser) to purchase all (but not less than all) of the Retained JV Interests from EPCOS Germany at the Option Price less any Withholding Taxes deducted pursuant to Section 2.8 (the “Seller Put Option”).
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Seller Put Option 
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Related to Seller Put Option

  • SELLER     PURCHASER The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding LLC Lender Code: 833 253 The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC By: By: (Signature of Authorized Signatory for Seller) (Signature of Authorized Signatory for Purchaser) Name: Name: Title: Title: Date of Purchase: April 30, 2008 Purchase Agreement (TOWN CENTER FUNDING) Attachment C ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Dated as of [ ], 2008 ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Each of The Bank of New York Trust Company, N.A., as Town Center Funding Eligible Lender Trustee (the “Town Center Funding Eligible Lender Trustee”) for the benefit of Town Center Funding LLC (“Town Center Funding”), under the Town Center Funding Interim Trust Agreement, dated as of April 30, 2008, between Town Center Funding and the Town Center Funding Eligible Lender Trustee, and Town Center Funding hereby offer for sale to The Bank of New York Trust Company, N.A., as Interim Eligible Lender Trustee for the benefit of SLM Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of April 30, 2008 between the Purchaser and the Interim Eligible Lender Trustee, the entire right, title and interest of Town Center Funding in the Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Town Center Funding’s offer.

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • 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:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Second Closing (a) In the event that prior to April 7, 2005 (the “Option Period”), a public announcement of the Clinical Event has occurred, the Company shall have the right to require a second closing (the “Second Closing”) pursuant to which the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, one-half of such number of Units as set forth opposite such Purchaser’s name in Exhibit A attached hereto at the Per Unit Purchase Price, which shall be in addition to the Units purchased under Section 2.2. The Second Closing shall occur within two (2) business days after the public announcement of the Clinical Event. At the Second Closing, the Company shall deliver or cause to be delivered to each Purchaser the following: (i) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares as set forth opposite such Purchaser’s name on Exhibit A under the heading “Second Closing Warrant Shares,” on the terms set forth therein; (ii) an instruction letter to the Transfer Agent in the form set forth on Exhibit C hereto; and (iii) a certificate from a duly authorized officer certifying on behalf of the Company that a public announcement of the Clinical Event has occurred. At the Second Closing, each Purchaser shall instruct the Escrow Agent to deliver an amount equal to the Per Unit Purchase Price multiplied by one-half of the number of Units as set forth opposite such Purchaser’s name on Exhibit A, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to such Purchaser by the Company for such purpose, and the Company shall consent to such instruction. Each Purchaser shall have the right, at any time during the Option Period, to request a Second Closing and to purchase on the terms provided herein up to the total amount of the Units that could be purchased by such Purchaser at the Second Closing.

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • Purchase Closing On the Purchase Date,

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

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