Common use of Closing of Put Right Clause in Contracts

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.