Post-Closing Option Sample Clauses

Post-Closing Option. The Purchasers shall have an option to purchase from the Company, at the same price and on the same terms and conditions as this Agreement, at any time up to and including 90-days from the Initial Closing, up to 5,000 shares of Series B Preferred in addition to the 27,000 shares purchased at the Initial Closing and/or deferred pursuant to the proviso in Section 2.1. This option may be exercised by written notice by the Purchasers to the Company.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Post-Closing Option. In the event that it has not elected to pay the Maximum Purchase Price and receive an aggregate number of Class A Common Shares and/or Series A Preferred Shares contemplated by Section 2.1.5 above, with the ninety (90) day period immediately following the Closing Date (the “Post-Closing Option Period”), the Purchaser shall have the right and option (the “Purchase Option”) to elect, upon not less than five (5) Business Days prior written notice to the Company, to purchase from the Company such additional number of: (a) Class A Common Shares as shall be determined by dividing (i) the $270,000,000 Maximum Purchase Price, less the aggregate Closing Payment made by the Purchaser, by (ii) the Per Share Price then in effect; and/or (b) if (and only if) the Purchaser shall have elected Stock Purchase Plan B on the Closing Date, as contemplated by Section 2.2.2 below, such additional number of shares of Series A Preferred Shares as shall be determined by dividing the dollar amount of such Series A Preferred Shares to be purchased upon exercise of the Post-Closing Option, by a price of $10.00 per Series A Preferred Share. The exercise of the Purchase Option and the issuance of additional Class A Common Shares and/or Series A Preferred Shares shall be at the identical Per Share Price as to the Class A Common Shares and $10.00 per share price as to the Series A Preferred Shares, and on the identical terms and conditions as the issuance by the Company of Class A Common Shares and/or Series A Preferred Shares to the Purchaser on the Closing Date in consideration for the Closing Payment.
Sample 1Sample 2
Post-Closing Option. Commencing on the first business day after the Transaction Closing and terminating on the date that is sixty (60) calendar days following the Transaction Closing, the undersigned shall have the option (the “Option”) to purchase additional shares (the “Option Shares”) of Pubco Common Stock, up to an amount of Option Shares equal to the aggregate of the Shares purchased by the undersigned in the Offering and the Backstop Shares acquired, held and maintained by the undersigned in accordance with Section 3, at a price per Option Share equal to $10.21 (with the number of Option Shares and price per share subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the after the Transaction Closing). The closing of the purchase of the Option Shares, if any, shall be subject to (i) the conditions set forth in clauses (a) through (c) of Section 4 hereof (with any reference to the Shares contained therein instead being a reference to the Option Shares) and, (ii) to the extent required by Nasdaq Capital Market rules and regulations, approval of Pubco’s shareholders. In addition, the Option Shares, if any, shall subject to the terms and conditions set forth therein, have the registration rights set forth in Section 7 hereof. Further, in the event that the Option Shares are purchased and sold, the Option Shares shall be registered for resale on a registration statement to be filed by Pubco with the SEC within thirty (30) calendar days after the closing of the purchase of the Option Shares, and otherwise in accordance with Section 7 herein.
Sample 1Sample 2
Post-Closing Option. The Purchasers shall have an option to purchase from the Company, ratably in proportion to the number of Securities owned by each Purchaser as of March 10, 1997, at the same price and on the same term and conditions as this Agreement, at any time up to and including 90-days from the Initial Closing, up to 5,000 shares of Series B Preferred in addition to the 27,000 shares purchased at the Initial Closing and/or deferred pursuant to the proviso in Section 2.1. This option may be exercised by any Purchaser by written notice by such Purchaser to the Company; PROVIDED, HOWEVER, the option to purchase any Purchaser's portion of such Securities may be assigned by such Purchaser to assignees pursuant to Section 10.2 of this Agreement, which assignees may then exercise such option by written notice to the Company.
Sample 1

Related to Post-Closing Option

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Second Option If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Option Closing To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

Time is Money Join Law Insider Premium to draft better contracts faster.