Purchase Price Closing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing Price of CCI common stock on the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day). 3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option (the "Closing"), (a) Alle▇ ▇▇ his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Alle▇ ▇▇ his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Alle▇ ▇▇ effectuate the transfer of such CCI Stock to Alle▇ ▇▇ his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4. 3.3 Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Los Angeles, California, on the thirtieth day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter), or at such other time and
Appears in 2 contracts
Sources: Registration Support Put Agreement (Allen Paul G), Contribution Agreement (Charter Communications Inc /Mo/)
Purchase Price Closing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing Price $26.7235 per share of CCI PublicCo common stock on represented by the Shares to be purchased and sold (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the period from the date on which of the Holder's notice of exercise is delivered closing under Section 2 (or if such date is not a trading day, then the Closing Price on Purchase and Contribution Agreement through the next trading day).
3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option Shares hereunder (the "Closing").
3.2 At each Closing, (a) Alle▇ ▇▇ his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Alle▇ ▇▇ his designee one or more certificates evidencing the CCI Stock Shares to be purchased and sold at such ClosingClosing (if such Shares are certificated securities), together with duly executed assignments separate from the certificate in form and substance reasonably acceptable sufficient to Alle▇ ▇▇ effectuate the transfer of such CCI Stock Shares to Alle▇ ▇▇ his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4.; provided, however, that neither the Holder nor any Permitted Transferee shall be required to take any
3.3 Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Los Angeles, California, on the thirtieth tenth business day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter)above, or at such other time and place as the Holder and Alle▇ ▇▇▇ agree. The Holder and Alle▇ ▇▇▇l cooperate so as to permit all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.
3.4 If, at any time after the Holder has sold any Shares to Alle▇ ▇▇ his designee pursuant to the Put Option provided in this Agreement, Charter LLC issues additional Common Units to PublicCo or its successor pursuant to Section 3.6.6 of the LLC Agreement and, as a result thereof, PublicCo or its successor issues additional shares of common stock or other securities to the Holder or its successor pursuant to Section 2.5 of the Exchange Agreement, then the Holder agrees to assign to Alle▇ ▇▇ his designee, without additional consideration, that portion of the additional shares of common stock or other securities issued to the Holder or its successor equal to a fraction the numerator of which is the number of shares of PublicCo common stock on the date of this Agreement that were represented by the Shares that were sold by the Holder to Alle▇ ▇▇ his designee pursuant to the Put Option and the denominator of which is the number of shares of PublicCo common stock on the date of this Agreement that were originally issued to the Holder under the Exchange Agreement and subject to this Put Option.
Appears in 1 contract
Sources: Put Agreement (Allen Paul G)
Purchase Price Closing. 3.1 3.1. The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing Price of CCI common stock on the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day).
3.2 3.2. At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option hereunder (the "Closing"), (a) Alle▇ ▇▇ his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Alle▇ ▇▇ his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Alle▇ ▇▇ effectuate the transfer of such CCI Stock to Alle▇ ▇▇ his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 45.
3.3 3.3. Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Los Angeles, California, on (or before if Alle▇ ▇▇ determines) the thirtieth day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter), or at such other time andand place as the Holder and Alle▇ ▇▇▇ agree. The Holder and Alle▇ ▇▇▇l -F-50- 50 cooperate so as to permit all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.
Appears in 1 contract
Sources: Contribution Agreement (Charter Communications Inc /Mo/)
Purchase Price Closing. 3.1 3.1. The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing IPO Price (calculated in accordance with Section 7, if applicable), plus interest thereon at a rate of CCI common stock on four and one-half percent (4.5%) per year, compounded annually, for the period from the date on which of this Agreement through the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day).
3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option hereunder (the "Closing").
3.2. At each Closing, (a) Alle▇ ▇▇ his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Alle▇ ▇▇ his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Alle▇ ▇▇ effectuate the transfer -E-41- 41 of such CCI Stock to Alle▇ ▇▇ his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 45.
3.3 3.3. Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Los Angeles, California, on (or before if Alle▇ ▇▇ determines) the thirtieth day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter), or at such other time andand place as the Holder and Alle▇ ▇▇▇ agree. The Holder and Alle▇ ▇▇▇l cooperate so as to permit all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.
Appears in 1 contract
Sources: Contribution Agreement (Charter Communications Inc /Mo/)
Purchase Price Closing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to $____ per unit of limited liability company interests in Charter LLC 1 represented by the Closing Price Interests to be purchased and sold (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of CCI common stock on four and one-half percent (4.5%) per year, compounded annually, for the period from the date on which of the Holder's notice of exercise is delivered closing under Section 2 (or if such date is not a trading day, then the Closing Price on Purchase and Contribution Agreement through the next trading day).
3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option Interests hereunder (the "Closing").
3.2 At each Closing, (a) Alle▇ ▇▇ his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Alle▇ ▇▇ his designee one or more certificates evidencing the CCI Stock Interests to be purchased and sold at such ClosingClosing (if such Interests are certificated securities), together with duly executed assignments separate from the certificate in form and substance reasonably acceptable sufficient to Alle▇ ▇▇ effectuate the transfer of such CCI Stock Interests to Alle▇ ▇▇ his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that the Holder shall not be required to take any actions or deliver any documents to satisfy any restrictions imposed by the Issuer on the transfer of the Interests.
3.3 Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Los Angeles, California, on the thirtieth tenth business day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter)above, or at such other time andand place as the Holder and Alle▇ ▇▇▇ agree. The Holder and Alle▇ ▇▇▇l cooperate so as to permit all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.
Appears in 1 contract
Sources: Purchase and Contribution Agreement (Charter Communications Inc /Mo/)
Purchase Price Closing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing Price $25.8548 per share of CCI PublicCo common stock on represented by the date on which Shares to be purchased and sold (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading dayperiod from November 12, then 1999, through the Closing Price on the next trading day).
3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option Shares hereunder (the "Closing").
3.2 At each Closing, (a) Alle▇ ▇▇ Allen or his designee shall pay to the each selling Holder (for itself and on a▇▇ ▇▇ behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the each selling Holder shall deliver or cause to be delivered to Alle▇ ▇▇ Allen or his designee one or more certificates evidencing the CCI Stock to be Shares ▇▇ ▇e purchased and sold from such Holder or its Permitted Transferees at such ClosingClosing (if such Shares are certificated securities), together with duly executed assignments separate from the certificate in form and substance reasonably acceptable sufficient to Alle▇ ▇▇ effectuate the transfer of such CCI Stock Shares to Alle▇ ▇▇ Allen or his designee, together with a certificate of the Holder selling Ho▇▇▇▇ and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that no Holder or Permitted Transferee shall be required to take any actions or deliver any documents to satisfy any restrictions imposed by the Issuer on the transfer of the Shares, and provided, further, that, if the Holder is unable to deliver certificates evidencing the Shares to be purchased and sold at such Closing because PublicCo failed to deliver such certificates to the Holder within the period specified in the Exchange Agreement, then, in lieu of delivering such certificates to Allen at the Closing, the Holder will deliver to Allen at the Closin▇ ▇▇▇ undertaking to deliver such certificates to ▇▇▇▇n as soon as practicable after it receives them from PublicCo.
3.3 Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Manella in Los Angeles, California, on the thirtieth tenth business day after the Holder ▇▇▇ ▇▇▇resentative delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter)above, or at such other time andand place as the Representative and Allen may agree. The selling Holders and Allen will cooperate so as ▇▇ ▇▇rmit all documents required to be de▇▇▇▇▇ed at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.
Appears in 1 contract
Sources: Put Agreement (Allen Paul G)
Purchase Price Closing. 3.1 The ▇.▇ ▇▇e purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to $19.00 per share (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the Closing Price of CCI common stock on period from November 12, 1999 through the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day).
3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option hereunder (the "Closing").
3.2 At each Closing, (a) Alle▇ ▇▇ Allen or his designee shall pay to the exercising Holder (for itself and ▇▇▇ on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the exercising Holder shall deliver or cause to be delivered to Alle▇ ▇▇ Allen or his designee one or more certificates evidencing the CCI Stock to St▇▇▇ ▇o be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Alle▇ ▇▇ Allen to effectuate the transfer of such CCI Stock to Alle▇ Allen or his d▇▇ his designee▇▇▇▇ee, together with a certificate of the such Holder and its an▇ ▇▇▇ Permitted Transferee, if applicable, reaffirming the representations in Section 4.
3.3 Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Manella in Los Angeles, California, on the (or before if Allen so determ▇▇▇▇) ▇he thirtieth day after the exercising Holder delivers d▇▇▇▇▇rs the written notice described above (or, if such day is not a business day, on the next business day thereafter), or at such other time andand place as the exercising Holder and Allen may agree. The exercising Holder and Allen will cooperate so a▇ ▇▇ permit all documents required to be de▇▇▇▇▇ed at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.
Appears in 1 contract
Purchase Price Closing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to the Closing IPO Price (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of CCI common stock on four and one-half percent (4.5%) per year, compounded annually, for the period from the date on which of this Agreement through the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day).
3.2 At each closing of the purchase and sale of the CCI Stock pursuant to the exercise of the Put Option hereunder (the "Closing").
3.2 At each Closing, (a) Alle▇ ▇▇ his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Alle▇ ▇▇ his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Alle▇ ▇▇ effectuate the transfer of such CCI Stock to Alle▇ ▇▇ his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4.to
3.3 Each Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇ Los Angeles, California, on (or before if Alle▇ ▇▇ determines) the thirtieth day after the Holder delivers the written notice described above (or, if such day is not a business day, on the next business day thereafter), or at such other time andand place as the Holder and Alle▇ ▇▇▇ agree. The Holder and Alle▇ ▇▇▇l cooperate so as to permit all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.
Appears in 1 contract