Examples of Putting Member in a sentence
By delivering a Put Notice, the Putting Member is irrevocably committing to sell to Leucadia (or the Company, as provided in Section 12.5.4.2 below) the Put Units specified in the Put Notice.
By delivering a Put Notice, the Putting Member is, subject to Section 12.5.3(e), irrevocably committing to sell to NBM (or the Company, as provided in Section 12.4.2 below) the Put Units specified in the Put Notice.
A Member shall demand a "shoot-out" (the "Putting Member") by issuing an offer (a "Buy-Sell Offer") to the other Member (the "Receiving Member") offering (a) to purchase all Interests of the Company owned by the Receiving Member at a price per Interest and on such other terms as are set forth in the Buy-Sell Offer (the "Proposed Terms"), and (b) to sell all Interests in the Company owned by the Putting Member to the Receiving Member on the same Proposed Terms.
If any Putting Member requires the Company to purchase the Put Interest of such Putting Member in the Put Notice, upon receipt of the Put Notice, the Company shall be obligated to purchase the Put Interest on the proposed date of purchase in accordance with the provisions of this Article 16, unless such purchase by the Company will violate or contravene the Companies Law of the Cayman Islands.
In no event shall any Putting Member be obligated to make any representations and warranties, or to provide any indemnities, with respect to any matters other than the title to the Company Securities comprising the Put Interest held by such Putting Member and the authority to sell such Company Securities.
Within 30 days following receipt of a Put Notice, the Company shall notify the Putting Member and Glenayre whether it shall purchase the Putting Member’s Interest.
At any such closing, the Purchaser shall deliver to the relevant Putting Member the purchase price for the Put Interest of such Putting Member by wire transfer of immediately available funds to such bank account as such Putting Member shall have specified in writing no later than two Business Days prior to the closing of such purchase.
To exercise the Put Right, a Putting Member shall give notice (the “ Put Notice”) to the Other Members and the Company no later than 30 Business Days prior to the proposed date of purchase.
After the Members have determined the Put Price, the non-Putting Members shall either acquire directly or cause the Company or its other Affiliates to acquire all of the Membership Interests of the Putting Member at the Put Price (the “Put Transaction”).
If any Putting Member requires the Other Members to purchase the Put Interest of such Putting Member in the Put Notice, upon receipt of such Put Notice, the Other Members shall be obligated, jointly and severally, to purchase such Put Interest on the proposed date of purchase in accordance with the provisions of this Article 16.