Closing of Option Exercise. The closing of the exercise of the Option shall take place at the offices of ENBC at 9:00 A.M., local time, on the fifth business day after the date of the notice of such exercise referred to in Section 1.2, or, if later, the second business day after the satisfaction or waiver of all other conditions to the exercise of the Option provided for in Articles 5.0 and 6.0 hereof. Throughout this Agreement, such event is referred to as "Closing" and such date and time are referred to as "Closing Date".
Closing of Option Exercise. 4 1.8 Procedure at each Closing................................................... 4 Article 2.0 Representations and Warranties of Supplier and the Members............... 5
Closing of Option Exercise. The closing for the purchase by Outback pursuant to this SECTION 7.11 shall be held at 10:00 a.m. at the principal office of Company no later than thirty (30) days after the determination of the initial payment, except that if the closing date falls on a Saturday, Sunday, or legal holiday, then the closing shall be held on the next succeeding business day. At the closing, the selling Member(s) shall deliver to Outback an instrument of transfer (containing warranties of title and no encumbrances) conveying the Percentage Interest(s) sold. The selling Member(s) and Outback shall do all things and execute and deliver all papers as may be necessary fully to consummate such sale and purchase in accordance with the terms and provisions of this Agreement.
Closing of Option Exercise. The purchase price payable by HXBM or Camden pursuant to Section 9.9(a) or (b), respectively, shall be paid in cash at such time as the parties agree, or otherwise within 90 days following receipt by the other party of a written exercise notice delivered in connection therewith.
Closing of Option Exercise. (a) Each closing of a purchase of Option Shares pursuant to the exercise of the Option (a "Closing") shall occur on a date and at a time, prior ------- to the termination of the Option pursuant to Section 4 hereof, designated by --------- Parent in an Exercise Notice delivered to the Company at least two (2) business days prior to the date of such Closing, which Closing shall be held at the principal offices of the Company. Subject to the terms of Section 3(b) hereof, ------------ at any Closing, the Company shall deliver to Parent a single certificate in definitive form representing the number of Company Shares designated by Parent in its Exercise Notice, such certificate to be registered in the name of Parent and to bear the legend set forth in Section 10 hereof, against payment by Parent ---------- to the Company of the aggregate purchase price in cash for the Company Shares so designated and being purchased at such Closing by delivery of a certified check or bank check, or wire transfer of immediately available funds to an account designated by the Company in writing.
(b) The Company shall not be required to issue Option Shares to Parent pursuant to the exercise of the Option unless and until all of the following conditions have been satisfied or fulfilled:
(i) all waiting periods under the HSR Act and any foreign laws which are applicable to the issuance of the Option Shares hereunder shall have expired or been terminated, and all foreign antitrust approvals applicable to such issuance shall have been obtained and shall be in full force and effect;
(ii) all material consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any Federal, state or local administrative agency or commission or other Federal, state or local governmental authority or instrumentality, if any, required in connection with the issuance of the Option Shares hereunder will have been obtained or made, as the case may be; and
(iii) no preliminary or permanent injunction or other order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance will be in effect, and no statute, rule, regulation, executive order, decree or other order applicable to the Company which has the effect of making such issuance unlawful shall be in effect. It is understood and agreed that at any time during which the Option is exercisable, the parties will use their respective reasonable best efforts to satisfy all conditions to Closing, ...
Closing of Option Exercise. Upon each Option Closing Date the following shall occur:
(a) Phoenix shall deliver to Dyad an amount equal to the Option Purchase Price times the number of Option Shares set forth in the Exercise Notice either by wire transfer, by cashier's check made out to Dyad, or in such other form of immediately available funds as the parties may agree;
Closing of Option Exercise. (a) The Option Closing shall take place upon the expiration of the applicable Notice Period. All transactions contemplated herein to occur on and as of the Option Closing shall be deemed to have occurred simultaneously and to be effective as of 12:01 a.m. New York City time on such date (the “Option Closing Date”).
(b) The Exercise Price for the Fixed Price Option shall be paid to Seller by wire transfer of immediately available funds to an account designated by the Seller in writing no later than two (2) Business Days prior to the Option Closing Date.
(c) In the event of a Variable Price Option, Seller shall deliver to Buyer, at least five (5) Business Days prior to the Option Closing Date (i) a certificate signed by an authorized officer of Seller setting forth Seller’s best estimate of the Average Annual Material Margin and the resulting Exercise Price (the “Estimated Exercise Price”) and (ii) all records and work papers necessary for Ernst & Young LLP (“EY”), or Buyer’s designated auditor at the time, on behalf of Buyer and subject to “clean team” confidentiality procedures to be agreed between the Parties, to verify the Average Annual Material Margin and Exercise Price set forth in such certificate.
(d) At the Option Closing:
(i) Buyer shall pay the Exercise Price or Estimated Exercise Price, as applicable, and the Inventory Price to Seller by wire transfer of immediately available funds to a bank account designated by Seller in writing (such designation to be made at least two (2) Business Days prior to the Option Closing Date);
(ii) Seller shall deliver the Inventory to Buyer, free and clear of all Liens; and in substantially the condition received from Buyer, ordinary wear and tear excepted; and
(iii) Seller shall comply with its obligations to transition and assign any contracts to the extent and as provided in the Distribution Agreement.
Closing of Option Exercise. Upon each Option Closing Date the following shall occur:
(a) Phoenix shall deliver to Dyad an amount equal to the Option Purchase Price times the number of Option Shares set forth in the Exercise Notice either by wire transfer, by cashier's check made out to Dyad, or in such other form of immediately available funds as the parties may agree; XXX-CONFIDENTIAL TREATMENT REQUESTED AND CONFIDENTIAL PORTIONS FILED SEPARATELY WITH THE COMMISSION
(b) Phoenix shall surrender this Agreement to Dyad and the parties shall amend the Agreement to reflect the exercise of the Option for the number of Option Shares purchased by Phoenix on such Option Closing Date;
(c) Phoenix shall exercise and deliver to Dyad a letter containing such representations, covenants, and restrictions on transfer of the Option Shares as may be required by Dyad with the advice of counsel for compliance with federal and state laws;
(d) Dyad shall deliver to Phoenix a stock certificate made out in the name of Phoenix International Ltd., Inc. for the number of Option Shares set forth in the Exercise Notice; and
(e) Dyad shall deliver to Phoenix a certificate signed by a duly authorized officer to the effect that all of the representations and warranties of Dyad contained herein are and remain true in all material respects as of the Option Closing Date.
Closing of Option Exercise. Upon receipt of the deliveries described in Sections 9.4 and 9.5, Escrow Holder shall perform the following:
9.7.1 Assemble three (3) fully executed originals of each of the Ground Leases and Subleases and two (2) fully executed originals of the Memorandum of Lease for each Ground Lease, and date each of the executed originals of the Ground Leases, Subleases, and the Memorandum of Lease for each Ground Lease as of the date such Memorandum of Lease is submitted for recording;
9.7.2 When Escrow Holder is in receipt of the Title Company’s commitment to issue to the applicable Tenant the Leasehold Title Policy in accordance with this Agreement, Escrow Holder shall record the Memorandum of Lease for each Ground Lease in the Official Records;
9.7.3 Deliver one (1) fully executed original of the Ground Leases and Subleases and a conformed copy of the recorded Memorandum of Leases for each Ground Lease, and the unrecorded originally executed Quitclaim Deed to Master Developer; and
9.7.4 Deliver one (1) fully executed original of the Ground Leases and Subleases and a conformed copy of the recorded Memorandum of Lease for each Ground Lease to County.
Closing of Option Exercise. Upon the giving of any Call Notice, the parties shall promptly determine either the First Call Price or Second Call Price, as applicable, pursuant to Section 5. The closing of the purchase and sale contemplated by Sections 4.1 and 4.2 shall be held at 10:00 a.m., on a date within ninety (90) days after the Call Notice is given, provided that in the event the First Call Price or Second Call Price has not been determined within ninety (90) days after the Call Notice is given, then the closing shall be held as soon as reasonably practicable after determination of the First Call Price or Second Call Price, as applicable. At the closing, any Shareholder selling his Shares shall deliver to Numerex certificates for the Shares owned by such Shareholder, duly endorsed for transfer, and Numerex shall pay the First Call Price or the Second Call Price, as applicable, to such Shareholder by certified check or wire transfer in accordance with the terms set forth in Section 6.
