Closing of Put Right Clause Samples

Closing of Put Right. The closing of the transactions contemplated by this Section 3 will take place on the date designated in the applicable Put Notice, which date will not be more than sixty (60) days after the delivery of such notice by the Participant (the “Put Closing”); provided, that, if such Put Notice is delivered either during the third or fourth fiscal quarter of the Company, the Put Closing shall be automatically delayed until GAAP quarterly financial statements have been prepared for such fourth fiscal quarter, and the applicable purchase price for the Puttable Options or Puttable Shares to be purchased pursuant to the Put Notice shall be determined using the Fair Market Value on the Put Closing. The Company will pay for the Puttable Options and/or Puttable Shares by delivery of a check (or checks) payable to the Participant or one or more of the Participant’s transferees or a wire transfer of immediately available funds. The Company will receive customary representations and warranties from each seller regarding the repurchase of any portion of the Puttable Options and/or Puttable Shares, including, but not limited to, the representation that such seller has good and marketable title to the Puttable Options and/or Puttable Shares to be Transferred free and clear of all liens, claims and other encumbrances, and will be entitled to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker.
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Closing of Put Right. The Closing of the purchase and sale of the Put Shares pursuant to this Section 8 shall take place at the principal place of business of the Company no later than fifteen (15) business days after the date the Company receives a copy of the Put Appraisal, unless the Company and Harp▇▇▇ ▇▇▇ually agree on a different place or time. At the Closing, Harp▇▇▇ ▇▇▇ll deliver to the Company all certificates representing the Put Shares duly endorsed in blank, or with duly endorsed blank stock powers attached, and otherwise in proper form for Transfer, against payment by the Company of the Put Price in the manner set forth in Section 8.6. At the Closing, Harp▇▇▇ ▇▇▇ll conclusively be deemed, unless the Company, in its sole discretion, permits otherwise in writing, to have given the following representations and warranties to the Company, which shall survive the Closing: (A) Harp▇▇▇ ▇▇ the legal, beneficial and record owner of the Put Shares, as good and marketable title thereto and the absolute right to Transfer the same to the Company, and the Put Shares, upon Transfer to the Company, will be free and clear of all security interests, pledges, claims, liens, options, right to first refusal, limitations on voting rights and restrictions of any kind whatsoever (other than restrictions imposed by this Agreement and by federal and state securities laws); and (B) the Transfer of the Put Shares by Harp▇▇▇ ▇▇ contemplated by this Agreement does not require any consent or approval of any governmental authority, court or other Person that has not already been obtained.
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Related to Closing of Put Right

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Closing Deliveries by Buyer (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, or cause to be delivered, to Parent: (i) the Closing Payment or Delayed Payment, as applicable; provided, that the portion of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the Closing; (ii) copies of the resolutions of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (v) the certificate required by Section 8.03(a); and (vi) such other documents as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.

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

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

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.