Common use of Exercise of Option; Closing Clause in Contracts

Exercise of Option; Closing. Buyer shall, from time to during the Exercise Period, exercise the Option with respect to any or all of the Hypersoft Ventures Assets, if at all, by (i) executing and delivering to the Company an original of this Option Purchase Agreement for the Hypersoft Ventures Assets, with no amendments, modifications or other changes to any terms therein (except that the economic terms in such Option Purchase Agreement shall be filled in using the information set forth on Exhibit A with respect to the applicable Hypersoft Ventures Assets that are the subject of such Option Purchase Agreement and (ii) attaching to such agreement Exhibit A and Exhibit B thereto (which Exhibit A and Exhibit B identifies which Hypersoft Ventures Assets are the subject of such applicable Option Purchase Agreement), no later than 5:00 p.m. (Eastern Time) on September 15, 2020 (the “Expiration Date”). Any attempt by Buyer to exercise the Option prior to July 15, 2020 or after the Expiration Date, or by any means during the Exercise Period other than as set forth in this Section 3.1, shall be null and void and of no force or effect. If Buyer validly exercises the Option in accordance with this Section 3.1, then the Company shall countersign and deliver to Buyer an original of the Option Purchase Agreement and attaching to such agreement the schedules thereto (which schedules will identify any disclosures that are necessary to make the representations and warranties set forth in such Option Purchase Agreement with respect to the applicable Hypersoft Ventures Assets true and correct in all material respects) within five (5) Business Days after the Company’s receipt during the Exercise Period of the applicable Option Purchase Agreement. The date of the Closing under the Option Purchase Agreement executed pursuant to this Agreement shall be mutually determined by the parties, but in any event shall not be earlier than the date that all conditions to such Closing contained in the applicable Option Purchase Agreement have been satisfied.

Exercise of Option; Closing. Buyer shallThe Holder may, at any time or from time --------------------------- to during time prior to the Exercise PeriodExpiration Date, exercise the Option with respect to any or all of the Hypersoft Ventures Assets, if at all, by (i) executing and delivering to the Company a written notice (an original "Exercise Notice") to such effect specifying the number of this Option Purchase Agreement for shares of Common Stock and/or preferred stock of the Hypersoft Ventures Assets, with no amendments, modifications or other changes to any terms therein (except Company that the economic terms in such Option Purchase Agreement shall be filled in using the information set forth on Exhibit A with respect Holder has determined to purchase. Except to the applicable Hypersoft Ventures Assets extent that are the subject parties may otherwise agree, the closing of the purchase and sale of the shares specified in any Exercise Notice shall occur at the principal executive offices of the Company on the third business day following the date on which such Option Purchase Agreement and (ii) attaching Exercise Notice is delivered to such agreement Exhibit A and Exhibit B thereto (which Exhibit A and Exhibit B identifies which Hypersoft Ventures Assets are the subject of such applicable Option Purchase Agreement), no later than 5:00 p.m. (Eastern Time) on September 15, 2020 (the “Expiration Date”). Any attempt by Buyer to exercise the Option prior to July 15, 2020 or after the Expiration DateCompany, or such other day as agreed upon by any means during the Exercise Period other than as set forth Company and the Holder. At closing, the Holder shall deliver to the Company the purchase price in this Section 3.1immediately available funds, shall be null and void and of no force or effect. If Buyer validly exercises the Option in accordance with this Section 3.1, then the Company shall countersign and deliver to Buyer an original the Holder one or more certificates representing the shares specified in the Exercise Notice, registered in the name of the Holder, against delivery by the Holder to the Company of the aggregate purchase price therefor. Notwithstanding anything to the contrary herein contained, in the event that any shares of Common Stock are issued upon the exercise of any option granted under the Plan (the "Plan Option") and such issuance would otherwise prevent the Holder from continuing to include the Company in the Holder's consolidated federal income tax return, the Option shall automatically be deemed to have been exercised in respect to a number of shares of Common Stock equal to four times the number of shares of Common Stock issued upon the exercise of the Plan Option (unless the Holder shall have theretofore notified the Company in writing that the Holder shall have terminated the foregoing automatic exercise feature of the Option), and the closing of the purchase and sale of the shares of Common Stock subject to such automatic exercise of the Option Purchase Agreement (the "Automatic Exercise Shares") shall occur (or shall be deemed to have occurred) concurrently with the issuance of shares of Common Stock pursuant to the Plan Option. In the event that it shall have been impractical to effect the deliveries contemplated by the second preceding sentence at the time that the closing of the purchase and attaching sale of the Automatic Exercise Shares shall have been deemed to have occurred, such agreement deliveries shall be made as promptly as practicable thereafter; provided, -------- however, that such Automatic Exercise Shares shall nonetheless be deemed to have ------- been issued to the schedules thereto Holder concurrently with the issuance of shares of Common Stock pursuant to the Plan Option, and legal title to funds of the Holder (which schedules will identify any disclosures that are necessary to make shall be held in trust by the representations and warranties set forth in such Option Purchase Agreement with respect Holder for the benefit of the Company pending the delivery thereof to the applicable Hypersoft Ventures Assets true and correct Company) in all material respects) within five (5) Business Days after an amount equal to the Company’s receipt during aggregate purchase price for the Automatic Exercise Period Shares shall be deemed to have concurrently passed to the Company in consideration of such issuance of the applicable Option Purchase Agreement. The date of the Closing under the Option Purchase Agreement executed pursuant to this Agreement shall be mutually determined by the parties, but in any event shall not be earlier than the date that all conditions to such Closing contained in the applicable Option Purchase Agreement have been satisfiedAutomatic Exercise Shares.

Exercise of Option; Closing. Buyer shall, from time to during the Exercise Period, exercise the Option with respect to any or all of the Hypersoft Ventures Agricultural Assets, if at all, by (i) executing and delivering to the Company four (4) originals of an original of this Option Purchase Agreement for the Hypersoft Ventures each of such applicable Agricultural Assets, with no amendments, modifications or other changes to any terms therein (except that the economic terms in such Option Purchase Agreement shall be filled in using the information set forth on Exhibit A with respect to the applicable Hypersoft Ventures Agricultural Assets that are the subject of such Option Purchase Agreement and (ii) attaching to such agreement Exhibit A and Exhibit B thereto Bthereto (which Exhibit A and Exhibit B identifies which Hypersoft Ventures Agricultural Assets are the subject of such applicable Option Purchase Agreement), no later than 5:00 p.m. (Eastern Time) on September 15March 22, 2020 2005 (the “Expiration Date”). Any attempt by Buyer to exercise the Option prior to July 15December 1, 2020 2004 or after the Expiration Date, or by any means during the Exercise Period other than as set forth in this Section 3.1, shall be null and void and of no force or effect. If Buyer validly exercises the Option in accordance with this Section 3.1, then the Company shall countersign and deliver to Buyer an original two (2) originals of the each Option Purchase Agreement and attaching to such agreement the schedules thereto (which schedules will identify any disclosures that are necessary to make the representations and warranties set forth in such Option Purchase Agreement with respect to the applicable Hypersoft Ventures Agricultural Assets true and correct in all material respects) and a list of the employees of the Company whose employment primarily relates to the Agricultural Assets that are the subject of such applicable Option Purchase Agreement), within five (5) Business Days after the Company’s receipt during the Exercise Period of the applicable Option Purchase AgreementAgreements. The date of the Closing Closings under each of the Option Purchase Agreement Agreements executed pursuant to this Agreement shall be mutually determined by the parties, but in any event shall not be earlier than the date that all conditions to such Closing contained in the applicable Option Purchase Agreement have been satisfied.

Exercise of Option; Closing. Buyer shall, from time to during the Exercise Period, Cablevision may exercise the Option with respect to any or all of the Hypersoft Ventures Assets, if at all, by (i) executing and delivering to PVI, prior to the Company an original of this Option Purchase Agreement for Deadline, at the Hypersoft Ventures Assets, with no amendments, modifications or other changes to any terms therein (except that the economic terms in such Option Purchase Agreement shall be filled in using the information address set forth on Exhibit A with respect to the applicable Hypersoft Ventures Assets below, written notice stating that are the subject of such Option Purchase Agreement and (ii) attaching to such agreement Exhibit A and Exhibit B thereto (which Exhibit A and Exhibit B identifies which Hypersoft Ventures Assets are the subject of such applicable Option Purchase Agreement), no later than 5:00 p.m. (Eastern Time) on September 15, 2020 (the “Expiration Date”). Any attempt by Buyer it elects to exercise the Option prior (the "Election Notice"); provided that, notwithstanding anything else in this Option Agreement to July 15the contrary, 2020 Cablevision shall have 10 business days after Cablevision is notified in writing of the final determination of the Fair Market Value of the Technology to decide whether or after not to deliver the Expiration Date, or by any means Purchase Price to PVI (such 10 business day period the "Election Period") and consummate the exercise of the Option. If during the Exercise Election Period other than as set forth Cablevision notifies PVI in writing that Cablevision elects not to deliver the Purchase Price to PVI and not to consummate the exercise of the Option or if the Election Period expires and Cablevision has not notified PVI of its intent to consummate the exercise of the Option, except for Cablevision's obligations to pay for the appraisal contemplated by Section 3(b), this Section 3.1, Option Agreement shall terminate and be null and void and of no further force or effect. If Buyer validly exercises The parties agree to cooperate and use reasonable efforts to obtain the Option appraisal contemplated by Section 3(b) as soon as practicable following PVI's receipt of the Election Notice. Following their receipt of such appraisal in accordance with final form, the parties shall, subject to the provisions of Section 6 and to the proviso in the first sentence of this Section 3.14, then cooperate and use reasonable efforts to schedule a closing on the Company sale of the License (the "Closing") as soon as practicable. At the Closing, Cablevision shall countersign deliver the Purchase Price to PVI in cash, net of 50% of the costs of the appraisal of Fair Market Value of the Technology pursuant to Section 3(c) above, and PVI shall execute and deliver such other documents as the parties deem reasonably necessary and appropriate to Buyer an original confirm the grant of the Option Purchase Agreement License and attaching permit Cablevision to such agreement exploit the schedules thereto (which schedules will identify any disclosures that are necessary to make the representations and warranties set forth in such Option Purchase Agreement with respect to the applicable Hypersoft Ventures Assets true and correct in all material respects) within five (5) Business Days after the Company’s receipt during the Exercise Period of the applicable Option Purchase Agreement. The date of the Closing under the Option Purchase Agreement executed pursuant to this Agreement shall be mutually determined by the parties, but in any event shall not be earlier than the date that all conditions to such Closing contained in the applicable Option Purchase Agreement have been satisfiedTechnology.