WCAS Special Put Right Sample Clauses

WCAS Special Put Right. 8.2.1 Subject to Section 8.4, during the Special Put Period, WCAS SRS shall have the right (the “WCAS Special Put Right”) to require S to purchase all (but not less than all) of the Requisite Number of Special Put Shares (the “Special Put Shares”) for an aggregate purchase price (the “Special Put Purchase Price”) equal to the product of (a) the Original Per Share WCAS Closing Value multiplied by (b) the number of Special Put Shares multiplied by (c) two (2); provided that the Special Put Purchase Price shall be reduced by the sum of (1) the product of (i) the Call/Put Dividend Reduction Amount multiplied by (ii) the number of Special Put Shares to be put to S in such exercise of the WCAS Special Put Right, (2) the Executive Bonus Amount, (3) solely with respect to any Final Put Shares included in the exercise of a WCAS Special Put Right, the product of (i) the Bond Refinance Per Final Share Reduction Amount multiplied by the number of Final Put Shares put to S in such exercise of the WCAS Special Put Right, (4) the Cullen Payment Amount and (5) solely in the case of the Final Special Put, if the IR Transactions have not been consummated prior to payment in full of the Special Put Purchase Price (together with all amounts accrued thereon) with respect thereto, the True Up Amount, if any (provided that in no event shall the amount determined from the result of subtracting the amounts derived from clauses (1), (2), (3), (4) and (5) from the product of clauses (a), (b) and (c) be less than $0). The WCAS Special Put Right may be exercised by delivery of irrevocable (subject to Sections 8.8.4(a) and 8.10.4) written notice (a “Special Put Notice”) by WCAS SRS to S at any time during the Special Put Period. The Special Put Notice will set forth in reasonable detail WCAS SRS’ calculation of the Special Put Purchase Price. For illustrative purposes only, the Special Put Purchase Price shall be calculated as follows: For the avoidance of doubt, in the event of any conflict between the formula set forth in the immediately preceding sentence and the first paragraph of this Section 8.2.1, the first paragraph of this Section 8.2.1 shall control.
Sample 1
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Related to WCAS Special Put Right

  • Organization; Special Purpose Borrower has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and to transact the business in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, business and operations. Borrower is a Special Purpose Bankruptcy Remote Entity.

  • Opinion of Counsel for the Initial Purchasers On the Closing Date the Initial Purchasers shall have received the favorable opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.

  • Sale and Delivery to Initial Purchasers Closing (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Issuer agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Issuer, at the price set forth in Schedule B, the aggregate principal amount of Notes set forth in Schedule A opposite the name of such Initial Purchasers plus any additional principal amount of Notes which such Initial Purchasers may become obligated to purchase pursuant to the provisions of Section 11 hereof.

  • Agent’s Special Counsel Xxxxxx & Xxxxxxxxxx LLP or such other counsel as selected by Agent.

  • Opinion of Counsel for Initial Purchasers If requested by the Representatives, the favorable opinion of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

  • Sale and Delivery to Underwriters Closing (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions set forth herein or in the applicable Terms Agreement.

  • Opinion of Counsel for the Selling Stockholders Xxxxxx LLP, counsel for the Selling Stockholders, shall have furnished to the Representatives, at the request of the Selling Stockholders, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Opinion and 10b-5 Statement of Counsel for the Initial Purchasers The Representative shall have received on and as of the Closing Date an opinion and 10b-5 statement of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Initial Purchasers, with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Option Closing Date Opinions of Counsel On the Option Closing Date, if any, the Representative shall have received the favorable opinions of each counsel listed in Sections 4.2.1 and 4.2.2, dated the Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such counsels in their respective opinions delivered on the Closing Date.

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