Common use of Closing and Tender Requirements Clause in Contracts

Closing and Tender Requirements. The consummation of any ------------------------------- transfer required pursuant to an exercise of option rights created by this ARTICLE FOUR shall constitute the "Closing", and the time and date of such Closing shall constitute the "Closing Date." The Closing shall be held at the principal office of the Corporation, at 10:00 a.m. on the thirty-fifth day subsequent to the date of giving of the Notice of Right of First Refusal to the Corporation. At the Closing, the Shareholder shall present to the Corporation and/or the Assignee(s), as the case may be, all share certificates for Stock required to be sold in proper form for transfer. Such Stock shall be transferred free of all liens and encumbrances or adverse claims of any kind or character. At the Closing, the Corporation and/or the Assignee(s), as the case may be, upon receipt of proper tender of the Stock, shall tender full payment of the Offer Price in conformity with the Offered Terms as set forth in the Notice of Right of First Refusal, or upon such other terms and conditions as favorable or more favorable to the Offered Terms.

Closing and Tender Requirements. The consummation of any ------------------------------- transfer Transfer required to be effected pursuant to an exercise of option rights created by this ARTICLE FOUR Section 2.3 shall constitute the "“Closing"”, and the time and date of such Closing shall constitute the "“Closing Date." ”. The Closing shall be held at the principal office of the Corporation, at 10:00 a.m. (x) in the case of any Transfer to be effected pursuant to Sections 2.3(b), 2.3(c), or 2.3(d) on the thirtyforty-fifth day subsequent to the date First Offer Notice Date or (y) in the case of giving of any Transfer to be effected pursuant to Section 2.3(e), on the Notice of Right of First Refusal twentieth day subsequent to the CorporationFirst Offer Notice Date (or in any case such other date and time if and as may be mutually agreed upon by the parties to the transaction). At the Closing, the Shareholder Selling Stockholder shall present to the Corporation and/or the Assignee(s), as the case may be, purchaser(s) all share certificates for the Offered Stock required to be sold in such transaction, in proper form for transfer. Such The Offered Stock shall be transferred free and clear of all liens liens, security interests and encumbrances or adverse claims of any kind or character. At the Closing, the Corporation and/or the Assignee(spurchaser(s), as the case may be, upon receipt of proper tender of the StockOffered Stock in accordance with this Section 2.3, shall tender full payment of the Offer Price in conformity with the Offered Terms as set forth in the Notice of Right of First Refusal, or upon such other terms and conditions as favorable or more favorable to the Offered Terms.