Closing of Option. The closing of the Option will take place at a time and place mutually agreed upon by Libbey and Vitro; provided, however, that in no event will the closing take place more than sixty (60) days from the date of the notice of exercise set forth in SECTION 5.5(b)(iii).
Closing of Option. If the Option is exercised by Xxxxxx, closing and settlement shall occur upon the fifth anniversary date of the Term, the date of expiration of the Term, or the date of expiration of any Renewal Term or Holdover Term, as applicable, at a time and place agreed by Xxxxxx and Xxxxxx. All closing costs shall be the sole responsibility of Lessee. There will be no real estate commissions paid as a result of this transaction.
Closing of Option. The closing of each purchase and sale of Option Shares hereunder upon the exercise of the Option (each, a "Closing") shall be held at the principal offices of the Company on the date and time specified in the Notice of Exercise.
Closing of Option. (a) In any exercise of the right of first refusal option under this Article 8, the purchase price for the Technology and the payment terms therefore will be those set forth in the Offer Notice.
(b) The closing of the purchase will be consummated within sixty (60) days from the date of delivery of the Offer Notice. The Technology shall be purchased free and clear of any liens, claims or encumbrances of any kind or nature. Buyer or LRS shall be entitled to set off against any purchase price owed by it in connection with a purchase by it of the Technology any and all obligations due and owing Buyer or LRS from Ecos. Buyer or LRS shall be entitled to receive customary representations and warranties as to ownership, title, authority to sell and the like, and to receive such other instruments and documents as may be reasonably necessary to effect the purchase of the Technology.
Closing of Option. (a) The closing of each purchase and sale of Option Shares (the "Closing") shall occur at the offices of Xxxxxx, Xxxxxxx & Xxxxxxx in New York, New York, at 10 a.m. on the second business day following the delivery of the Exercise Notice therefor.
(b) At each Closing, if Parent shall have elected to pay the Exercise Price therefor in shares of Parent Stock ("Purchase Shares"), Parent shall deliver to the Called Stockholder a certificate or certificates representing the Purchase Shares to be delivered at such Closing, which Purchase Shares shall be free and clear of all liens, charges or encumbrances ("Liens"), plus cash in lieu of fractional shares, and the Called Stockholder shall deliver to Grantee a letter agreeing that Issuer shall not offer to sell or otherwise dispose of such Purchase Shares in violation of applicable law or the provisions of this Agreement. The number of Purchase Shares issuable at such Closing shall be obtained by multiplying the number of Option Shares specified in the Exercise Notice therefor by a fraction, of which the numerator shall be the Exercise Price, and the denominator shall be price per share of Parent Common Stock on the five trading days immediately preceding the date of the Exercise Notice therefor.
(c) At each Closing, if Parent shall have elected to pay the Exercise Price therefor in cash, Grantee shall pay to the Called Stockholder in immediately available funds by wire transfer to a bank account designated by Issuer an amount equal to the Exercise Price multiplied by the number of Option Shares to be purchased at such Closing.
(d) At each Closing, simultaneously with the delivery of immediately available funds as provided in Section 6(b) or Purchase Shares as provided in Section 6(c), the Called Stockholder shall deliver to Parent a certificate or certificates representing the Option Shares to be purchased at such closing, which Option Shares shall be free and clear of all Liens, and Parent shall deliver to the Called Stockholder a letter agreeing that Parent shall not offer to sell or otherwise dispose of such Option Shares in violation of applicable law or the provisions of this Agreement.
(e) Certificates for the Option Shares and Purchase Shares delivered at each Closing shall be endorsed with a restrictive legend which shall read substantially as follows: THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND PURSUANT TO ...
Closing of Option. 4.1 On the Closing Date, the following shall occur:
(a) the Parties shall execute and deliver:
(i) the OJV Agreement; and
(ii) the Subscription Agreement;
(b) Richmont will pay to LKA the consideration payable for the Subscription Shares;
(c) LKA will issue to Richmont the Subscription Shares;
(d) Richmont shall pay to IBK any amounts due on the Closing Date on account of the Finders Fee;
(e) Xxxxxxxx will deliver to LKA an opinion of legal counsel to Richmont with respect to customary matters related to proper execution and delivery of the OJV Agreement and the Subscription Agreement and the enforceability thereof against Richmont;
(f) LKA will deliver to Richmont an opinion of legal counsel to LKA with respect to to customary matters related to (i) proper execution and delivery of the OJV Agreement and the Subscription Agreement and the enforceability thereof against LKA; (ii) the proper issuance of the Subscription Shares in compliance with all laws; (iii) the attachment and perfection of the security interest contemplated in section 6.2, (iv) the recording of this Letter Agreement; and (v) title to the Claims and the Related Rights.
(g) each Party will deliver certificates of good standing, officer's certificates certifying incumbency, articles, bylaws and authorizing resolutions and such other closing documents as may reasonably be requested by the other Party or as are customary for similar transactions;
(h) the Committee established pursuant to the OJV Agreement shall meet and approve the Mine Plan referred to in section 7.4;
(i) the Parties will establish an escrow in Colorado into which LKA will deposit a deed and assignment (the "Deed and Assignment") conveying to Richmont the 50% Interest, free and clear of all liens, mortgages, deeds of trust, security interests, pledges, charges and encumbrances and rights of others (collectively, "Liens") arising by, through or under LKA, except for the rights of Au pursuant to the NSR Royalty Agreement, and into which Xxxxxxxx will deposit a deed and assignment (the "Deed of Relinquishment") relinquishing and releasing to LKA the 50% Interest, free and clear of all Liens arising by, through or under Richmont. The Deed and Assignment and the Deed of Relinquishment will be accompanied by appropriate instructions directing the escrow agent to deliver both documents to LKA in the event Richmont fails to complete its spending obligations under the OJV Agreement in respect of the Option Commitment or relinquishes ...
Closing of Option. If a Preferred OP Unitholder properly exercises the optional conversion pursuant to this Section 8.8, then, effective on the Effective Exchange Date, and without further action from any party other than a written and signed acknowledgement from the General Partner, the identified Preferred Operating Partnership Units shall be converted for all purposes under this Agreement into a number of newly issued Operating Partnership Units equal to (i) the Total Preference Amount as of the Effective Exchange Date of such Preferred Operating Partnership Units divided by (ii) the Value of a REIT Share; provided that for purposes of such calculation, the Value of a REIT Share shall be reduced by any applicable discount that would apply if such Preferred OP Unitholder had acquired REIT Shares directly from the REIT for cash equal to the Total Preference Amount as of the Effective Exchange Date of such Preferred Operating Partnership Units, with such applicable discount reasonably determined by the Board of Directors.
Closing of Option. If the Option is exercised, the closing of the issuance and sale of such shares of Series A Preferred Stock will take place as soon as reasonably practicable (but, subject to compliance with Applicable Laws, in no event more than 15 Business Days) after the date upon which the Option is exercised pursuant to the terms set forth in the Purchase Agreement.
Closing of Option. The first sentence of Section 3 of the Option Agreement shall be deleted in its entirety and replaced with the following: “The purchase of the Option Assets by Option Buyer, should it occur, shall take place on or before 2:00 p.m. local time on October 21, 2013 at the offices of Xxxxxxxxxxx & Price, LLP at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, unless the Parties mutually agree otherwise (such date on which the Option Closing actually occurs, the “Option Closing Date”).”
Closing of Option. The purchase of the Option Assets by Option Buyer, should it occur, shall take place on or before 2:00 p.m. local time on October 14, 2013 at the offices of Xxxxxxxxxxx & Price, LLP at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, unless the Parties mutually agree otherwise (such date on which the Option Closing actually occurs, the “Option Closing Date”). Any such purchase shall be effected pursuant to an Assignment and Xxxx of Sale substantially identical to the form attached hereto as Exhibit B (the “Assignment”) that, along with this Agreement, will govern the respective rights and obligations of the Parties with respect to the transfer of the Option Assets. At the Option Closing, (a) TVOC shall convey to Option Buyer all of the Option Assets pursuant to the Assignment, which Assignment shall be properly acknowledged such that it can be recorded in the Real Property Records of all Counties in the States of Texas and Wyoming in which any of the Option Assets are located, and (b) Option Buyer shall pay to TVOC the Option Purchase Price as provided in Section 4 of this Agreement. The closing of the transactions contemplated in this Agreement is referred to herein as the “Option Closing.”
