Common use of Closing of Sale Clause in Contracts

Closing of Sale. (1) The Employee or the Representative, if applicable, and/or any Transferee shall sell the relevant Stock at a closing to be held at the principal place of business of Systems on a date which is ninety (90) calendar days after the date any notice exercising an option described in this Section 14 is given; provided, however, that a closing pursuant to a sale under Section 14(a)(1) of this Agreement need not be held prior to the time that all Persons who may give notice to Systems pursuant to such subsection have given such notice and/or have given notice to Systems that they do not intend to exercise the option described in such subsection. At such Closing: (A) Systems shall deliver to the Employee (or the Representative or Transferee, if applicable) a bank cashier's or certified check, or Systems' promissory note (or both, if applicable), in the full amount of the purchase price; and (B) the Employee (or the Representative or Transferee, if applicable) shall deliver to Systems certificates representing the relevant Stock duly endorsed in blank. (2) Notwithstanding anything to the contrary in this Section 14 of this Agreement, Systems shall not be required to purchase Stock while, and to the extent, such purchase would result in a violation of applicable law or of any contract to which Systems or the Company is a party (including, without limitation, a violation of any covenant with may be contained in any loan agreement in effect from time to time); provided, however, that Systems and the Company will use reasonable efforts to cure or avoid such violation in order to permit such repurchase.