Exercise and Closing Sample Clauses

Exercise and Closing. This Option shall be exercisable by written notice to the Company at its principal executive offices, addressed to the attention of its Chief Financial Officer, at any time and from time to time during the term of this Option as set forth herein, for any or all of the aggregate number of shares covered by this Option. No fraction of a share of the Stock shall be issued by the Company upon any exercise of this Option. Multiple exercises of this Option shall be permitted so long as the total number of shares of the Stock purchased pursuant to this Option does not exceed in the aggregate the total number of shares as to which this Option is exercisable as set forth in Paragraph 1 hereof. Closing of the purchase of the shares of the Stock as to which this Option may be exercised shall take place in the offices of the Company on or before thirty (30) days following the receipt by the Company of the written notice of exercise by Optionee. The Purchase Price multiplied by the number of shares as to which this Option is exercised shall be paid in full to the Company at the time of such closing in cash (including check, bank draft, or money order payable to the order of the Company).
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Exercise and Closing. This Option shall be exercisable by written -------------------- notice addressed to the Company at its executive offices, provided, however, that no exercise shall be permitted unless the dollar value of the purchase exceeds one thousand ($1,000.00) dollars or the exercise exhausts the Stock subject to the Option. No fraction of a share of the Stock shall be transferred by the Company upon any exercise of this option. Closing of the purchase of the shares of the stock as to which this Option may be exercised shall take place in the offices of the Company on or before thirty days following the receipt by the Company of the written notice of exercise by Optionee. The Purchase Price multiplied by the number of shares as to which this Option is exercised shall be paid in full to the Company at the time of such closing in cash (including check, bank draft, or money order payable to the order of the Company).
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Exercise and Closing. Subject to such further limitations as are provided herein, the Option to Purchase shall become exercisable in three (3) installments, the Optionee having the right hereunder to purchase from ScanSource the following number of Option Shares upon exercise of the Option, on and after the following dates, in cumulative fashion: (a) on and after the first anniversary of the Date of Grant, up to one-third (ignoring fractional shares) of the total number of Option Shares; (b) on and after the second anniversary of the Date of Grant, up to an additional one-third (ignoring fractional shares) of the total number of Option Shares; and (c) on and after the third anniversary of the Date of Grant, the remaining Option Shares. This Option shall be exercisable by written notice addressed to the Company at its executive offices, provided, however, that no exercise shall be permitted unless the dollar value of the purchase exceeds one thousand ($1,000.00) dollars or the exercise exhausts the Stock subject to this Option to Purchase. No fraction of a share of the Stock shall be transferred by the Company upon any exercise of this option. Closing of the purchase of the shares of the stock as to which this Option may be exercised shall take place in the offices of the Company on or before thirty days following the receipt by the Company of the written notice of exercise by Optionee. The Purchase Price multiplied by the number of shares as to which this Option is exercised shall be paid in full to the Company at the time of such closing in cash (including check, bank draft, or money order payable to the order of the Company.)
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Exercise and Closing. If the Buyer desires to exercise its right to purchase all of the Offered Interest as contemplated by Section 10(b), it will give notice of exercise (the “ROFR Exercise Notice”) to the Seller within 30 Business Days of having been given the Notice of Offer. The giving of the ROFR Exercise Notice shall constitute a legally binding agreement between the Buyer and the relevant Seller Entity for the sale by such Seller Entity to the Buyer of the Offered Interest in accordance with the terms set out in the Third Party Offer, which sale transaction will be completed (subject to entry into a royalty or stream agreement reflecting the Offered Interest and such other customary industry terms in form and substance satisfactory to the Buyer) on the date therein provided (or on such other date as the Buyer and such Seller Entity may agree) by delivery of the Offered Interest (including such agreement referred to above) by such Seller Entity to the Buyer with title, free and clear of all Encumbrances arising on or after the date such Seller Entity received such Third Party Offer, against payment by the Buyer to such Seller Entity of the cash consideration by bank wire transfer to the account designated by such Seller Entity. If, at the time of completion, any portion of the Offered Interest is subject to any Encumbrance arising on or after the date such Seller Entity received such Third Party Offer, the Buyer will be entitled to deduct from the purchase money to be paid to such Seller Entity the amount required to discharge such Encumbrance and will apply such amount to discharge such Encumbrance, on behalf of such Seller Entity.
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Exercise and Closing. Each non-offering Stockholder shall have the right (the “Right of First Offer”), but not the obligation, to offer to purchase all (but not less than all) of the Offered Stock. The non-offering Stockholders shall have a period of ten (10) business days from the day that the Proposed Transfer Notice is received (the “Stockholder Notice Period”) to irrevocably and unconditionally elect to exercise his, her or its Right of First Offer to purchase all (but not less than all) of the Offered Stock at the ROFO Price, payable in cash at closing, by delivering to the applicable offering Stockholder(s) a written notice of such election (the “ROFO Notice”). In the event that more than one non-offering Stockholder so exercises its right to purchase, the Offered Stock shall be allocated to each such non-offering Stockholders on a pro rata basis in accordance with the non-offering Stockholder’s Shares as a percentage of all issued and outstanding Shares of all non-offering Stockholders submitting a ROFO Notice. Each Stockholder who delivers a ROFO Notice shall be deemed to have waived any rights that such Stockholder may have pursuant to Section 4.2 of this Agreement. The closing of any such purchase and sale shall take place within fifteen (15) days following the expiration of the applicable Stockholder Notice Period. At such closing, the offering Stockholder shall deliver certificates to the Stockholders exercising their Right of First Offer, stock powers and any other documents and instruments reasonably requested by the Stockholders exercising their Right of First Offer and the Company to consummate the purchase.
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Exercise and Closing. (i) DaimlerChrysler shall exercise the DaimlerChrysler Call Option by delivering to Metaldyne written notice of the exercise of the DaimlerChrysler Call Option. The closing of the purchase of Metaldyne's Class A Units by DaimlerChrysler pursuant to the DaimlerChrysler Call Option (the "DaimlerChrysler Call Option Closing") shall take place at the offices of DaimlerChrysler Corporation, 1000 Chrysler Drive, Auburn Hills, Michigan at 10:00 A.M. (local xxxx) xx xxx xxxxxxx xxxx xxxxxxxxx xx xxxx notice, which closing date shall not be earlier than ten (10) Business Days nor later than twenty (20) Business Days following the date of such notice, or at such other place, time or date as Metaldyne and DaimlerChrysler shall agree. (ii) At the DaimlerChrysler Call Option Closing, DaimlerChrysler shall deliver to Metaldyne the applicable purchase price for Metaldyne's Class A Units as provided in Section 15.3(c). (iii) At the DaimlerChrysler Call Option Closing, Metaldyne shall deliver to DaimlerChrysler: (A) all certificates representing Metaldyne's Class A Units, duly endorsed for the transfer of such Class A Units to DaimlerChrysler; and (B) a duly executed Letter of Representations.
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Exercise and Closing. (i) Metaldyne shall exercise the Metaldyne Call Option (provided that the Metaldyne Call Option has not been suspended or terminated pursuant to Section 15.4) by delivering to DaimlerChrysler (as representative of all Class A Unitholders and Class B Unitholders) written notice of the exercise of the Metaldyne Call Option (the "Metaldyne Call Option Notice"). The date on which DaimlerChrysler receives the Metaldyne Call Option Notice shall be referred to as the "Metaldyne Call Option Notice Date". (ii) Promptly following the exercise of the Metaldyne Call Option pursuant to Section 15.1(d)(i), each of Metaldyne and the other Unitholders will use their commercially reasonable efforts to cause the Metaldyne Call Option Closing (as defined below) to occur pursuant to the terms of this Section 15.1. (iii) Promptly following the exercise of the Metaldyne Call Option pursuant to Section 15.1(d)(i), each of Metaldyne and the other Unitholders shall: (A) (1) make, or cause to be made, an appropriate filing of a notification and report form if required pursuant to the HSR Act or any other Competition Law (as defined below) with respect to the consummation of the Metaldyne Call Option as promptly as practicable after the Metaldyne Call Option Notice Date, (2) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Competition Law and (3) otherwise use its commercially reasonable efforts to obtain clearance and to cause the expiration or termination of the applicable waiting periods thereunder as soon as practicable after the Metaldyne Call Option Notice Date; and (B) use its commercially reasonable efforts to (1) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by any private party, (2) promptly inform the other parties of any communication received by such party from, or given by such party to, the Antitrust Division of the U.S. Department of Justice (the "DOJ"), the U.S. Federal Trade Commission (the "FTC") or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding the consummation of the Metaldyne Call Option, and (3) per- mit the other parties to review any communication given by it to, and consult with one another in advance of any meeting o...
Sample 1
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Exercise and Closing. The Options shall be exercisable upon receipt of written notice from an Optionee addressed to ScanSource at the notice address set forth hereinbelow. Closings of the purchases of the shares of the Stock as to which the Options may be exercised shall take place in a place or places agreed upon by the parties on or before thirty (30) days following receipt by ScanSource of the written notice of intent to exercise the Options, or at a time thereafter as agreed to by the parties, but in no event later than the respective Termination Date. The applicable purchase price for the Option multiplied by the number of shares as to which the Option is exercised shall be paid in full to ScanSource at the time of each closing in cash or equivalent funds (including check, bank draft, or money order payable to the order of ScanSource), or in a manner as otherwise agreed upon by the parties. On the exercise date or as soon thereafter as is practicable, ScanSource shall cause to be delivered to the Optionee a certificate or certificates for the Option shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as ScanSource may elect) upon full payment for such Option shares. The Optionee shall upon each exercise of a part or all of the Option granted represent and warrant that his purchase of stock pursuant to such Option is for investment only, and not with a view to distribution involving a public offering. The obligation of ScanSource to deliver Stock shall, however, be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. If the Optionee fails to pay for any of the Option shares specified in such notice or fails to accept delivery thereof, the Optionee’s right to purchase such Option shares may be terminated by ScanSource. The date specified in the Optionee’s notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full fo...
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Exercise and Closing 
Sample 1

Related to Exercise and Closing

  • Purchase Price and Closing Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

  • Exercise and Payment A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York time, on any business day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (“Election to Purchase”), properly completed and executed by the registered holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures, and (iii) the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (A) the Warrant Certificate or the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the business day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a business day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a business day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as the case may be, as soon as practicable. In no event will interest accrue on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the registered holder or Participant, as applicable, and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a registered holder or the Participant, as applicable, of the invalidity of any exercise of Warrants. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Second Closing The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

  • Manner of Exercise and Payment 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

  • Method of Exercise and Payment Subject to Section 8 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price specified above multiplied by the number of shares of Common Stock underlying the portion of the Option exercised.

  • Escrow and Closing 8.1 Upon acceptance hereof by Seller, this Agreement, including any counter-offers incorporated herein by the Parties, shall constitute not only the agreement of purchase and sale between Buyer and Seller, but also instructions to Escrow Holder for the consummation of the Agreement through the Escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending the Agreement unless specifically so instructed by the Parties or a Broker herein. Subject to the reasonable approval of the Parties, Escrow Holder may, however, include its standard general escrow provisions. 8.2 As soon as practical after the receipt of this Agreement and any relevant counter-offers, Escrow Holder shall ascertain the Date of Agreement as defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in writing, of the date ascertained. 8.3 Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law and custom and practice of the community in which Escrow Holder is located, including any reporting requirements of the Internal Revenue Code. In the event of a conflict between the law of the state where the Property is located and the law of the state where the Escrow Holder is located, the law of the state where the Property is located shall prevail. 8.4 Subject to satisfaction of the contingencies herein described, Xxxxxx Holder shall close this escrow (the "Closing") by recording a general warranty deed (a grant deed in California) and the other documents required to be recorded, and by disbursing the funds and documents in accordance with this Agreement. 8.5 Buyer and Seller shall each pay one-half of the Escrow Holder's charges and Seller shall pay the usual recording fees and any required documentary transfer taxes. Seller shall pay the premium for a standard coverage owner's or joint protection policy of title insurance. 8.6 Escrow Holder shall verify that all of Xxxxx's contingencies have been satisfied or waived prior to Closing. The matters contained in paragraphs 9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n), and (o), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the Parties only and in no way constitute instructions to Escrow Holder. 8.7 If this transaction is terminated for non-satisfaction and non-waiver of a Buyer's Contingency, as defined in paragraph 9.2, then neither of the Parties shall thereafter have any liability to the other under this Agreement, except to the extent of the breach of any affirmative covenant or warranty in this Agreement. In the event of such termination, Buyer shall be promptly refunded all funds deposited by Buyer with Escrow Holder, less only Title Company and Escrow Holder cancellation fees and costs, all of which shall be Buyer's obligation. 8.8 The Closing shall occur on the Expected Closing Date, or as soon thereafter as the Escrow is in condition for Closing; provided, however, that if the Closing does not occur by the Expected Closing Date and said Date is not extended by mutual instructions of the Parties, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Brokers, in writing that, unless the closing occurs within 5 business days following said notice, the Escrow shall be deemed terminated without further notice or instructions. 8.9 Except as otherwise provided herein, the termination of Escrow shall not relieve or release either Party from any obligation to pay Escrow Holder's fees and costs or constitute a waiver, release or discharge of any breach or default that has occurred in the performance of the obligations, agreements, covenants or warranties contained therein. 8.10 If this Escrow is terminated for any reason other than Seller's breach or default, then at Seller's request, and as a condition to the return of Buyer's deposit, Buyer shall within 5 days after written request deliver to Seller, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for Buyer that pertain to the Property. Provided, however, that Buyer shall not be required to deliver any such report if the written contract which Xxxxx entered into with the consultant who prepared such report specifically forbids the dissemination of the report to others.

  • Exercise Agreement Upon any exercise of this Warrant, the Exercise Agreement shall be substantially in the form set forth in Exhibit I hereto, except that if the shares of Common Stock are not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement shall also state the name of the Person to whom the certificates for the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it shall also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered. Such Exercise Agreement shall be dated the actual date of execution thereof.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Subsequent Closing The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 00 xxx xx Xxxxxxxx Xxxxx-Xxxxxx, 00000 Xxxxx, at 10:00 a.m. and at the offices of Lexence N.V., Xxxxx Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date; (v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;

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