NOTICE OF EXERCISE; CLOSING Sample Clauses

NOTICE OF EXERCISE; CLOSING. In the event Grantee is entitled to and wishes to exercise the Option, it shall send to Issuer a written notice (the date of which being herein referred to as the "NOTICE DATE") specifying (i) the total number of shares it will purchase pursuant to such exercise and (ii) a place and date not earlier than three business days nor later than 60 business days from the Notice Date for the closing of such purchase (the "CLOSING DATE"); PROVIDED, that if the closing of the purchase and sale pursuant to the Option (the "CLOSING") cannot be consummated, in the reasonable opinion of Grantee, by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and PROVIDED FURTHER, without limiting the foregoing, that if, in the reasonable opinion of Grantee, prior notification to or approval of any regulatory agency is required in connection with such purchase, Grantee shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. Notwithstanding this subsection (e), in no event shall any Closing Date be more than 18 months after the related Notice Date, and if the Closing Date shall not have occurred within 18 months after the related Notice Date due to the failure to obtain any such required approval, the exercise of the Option effected on the Notice Date shall be deemed to have expired. In the event (x) Grantee receives official notice that an approval of any regulatory authority required for the purchase of Option Shares (as hereinafter defined) would not be issued or granted, (y) a Closing Date shall not have occurred within 18 months after the related Notice Date due to the failure to obtain any such required approval or (z) Grantee shall have the right pursuant to the last sentence of Section 8 (or Section 10) to exercise the Option (or Substitute Option), Grantee shall nevertheless be entitled to exercise its right as set forth in Section 8 and Grantee shall be entitled to e...
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NOTICE OF EXERCISE; CLOSING. If the Management Stockholder desires to exercise its right to sell shares of Company Stock pursuant to its rights under this Section 6.3, then the applicable Management Stockholder shall, not later than the expiration date of the seventy-five (75) day put period referred to in Section 6.3 (a) above (as it may be extended pursuant to the provisions of Section 6.4), send written notice of its intention to sell all of the shares of Company Stock held by such Management Stockholder and his or her Permitted Transferees pursuant to this Section 6.3. Subject in each case to the provisions of Section 6.4, the closing of the purchase shall take place at the principal office of the Company ten (10) days following the giving of such notice or as soon thereafter as practicable but in no event later than twenty (20) days after the giving of such notice. The purchase price shall be paid in accordance with Section 6.5.
NOTICE OF EXERCISE; CLOSING. (i) If the Company (or its --------------------------- designee) desires to exercise its option to purchase shares of Company Stock pursuant to its rights under this Section 7.1, the Company (or its designee) shall, not later than the expiration date of the 120-day call period referred to in clauses (a), (b)(i), (c) and (d) above (as it may be extended pursuant to the provisions of Section 7.3 hereof), send written notice of its intention to purchase all of the shares of Company Stock held by such Management Stockholder and his or her Permitted Transferees pursuant to this Section 7.1. Subject in each case to the provisions of Section 7.3 hereof, the closing of the purchase shall take place at the principal office of the Company on the tenth day following the giving of such notice or as soon thereafter as practicable but in no event later than twenty days after the giving of such notice. The purchase price shall be paid in accordance with Section 7.4 hereof. (ii) Each Management Stockholder (and the Permitted Transferees thereof) which desires to sell all of its shares of Company Stock pursuant to its rights under this Section 7.1 shall, not later than the expiration date of the 90-day put period referred to in clause (b)(ii) above, send a written, irrevocable notice of its intention to sell all of its shares of Company Stock pursuant to this Section 7.1. Subject in each case to the provisions of Section 7.3 hereof, the closing of the purchase shall take place at the principal office of the Company on the tenth day following the giving of such notice. The purchase price shall be paid in accordance with Section 7.4 hereof.
NOTICE OF EXERCISE; CLOSING. In the event Grantee is entitled to and wishes to exercise the Option, it shall send to Issuer a written notice (the date of which being herein referred to as the "Notice Date") specifying (i) the total number of shares it will purchase pursuant to such exercise and (ii) a place and date which shall be a business day not earlier than three (3) business days nor later than sixty (60) business days from the Notice Date for the closing of such purchase (the "Closing Date"); PROVIDED, that if the closing of the purchase and sale pursuant to the Option (the "Closing") cannot be consummated, in the reasonable opinion of Grantee, by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and provided further, without limiting the foregoing, that if, in the reasonable opinion of Grantee, prior notification to or approval of any regulatory agency is required in connection with such purchase, Grantee shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Any exercise of the Option shall be deemed to occur on the Closing Date relating thereto.
NOTICE OF EXERCISE; CLOSING. If the Company (or its designee) desires to exercise its right to purchase shares of Company Stock pursuant to its rights under this Section 6.1, the Company (or its designee) shall, not later than the expiration date of the seventy-five (75) day call period referred to in Section 6.1 (a) and
NOTICE OF EXERCISE; CLOSING. In the event that Four Seasons is entitled to and desires to exercise the Option, it shall send to Omega a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date'") indicating that Four Seasons is exercising the Option and specifying (i) the total number of Option Shares that it will purchase pursuant to such exercise and (ii) a place and date not earlier than one (1) Business Day and not later than five (5) Business Days from the Notice Date for the closing of such purchase (the "Option Closing Date").
NOTICE OF EXERCISE; CLOSING. In the event that CalWest is entitled to and desires to exercise the Option, it shall send to Cabot a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date") indicating that CalWest is exercising the Option and specifying (i) the total number of Option Shares that it will purchase pursuant to such exercise and (ii) a place and date not earlier than one (1) Business Day and not later than five (5) Business Days from the Notice Date for the closing of such purchase (the "Option Closing Date").
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NOTICE OF EXERCISE; CLOSING. (i) Toro Sub shall exercise the End of Term Option, if at all, by giving written notice to such effect to TCFIF Sub either (i) during the 31-day period commencing October 1, 2013, or (ii) during the 31-day period commencing on the date which is thirteen (13) months prior to the end of each Additional Period; provided, however, if TCFIF Sub gives notice of its election not to renew the term of the Company pursuant to Section 1.04, Toro Sub shall have ninety (90) days after receipt of such notice within which to exercise the End of Term Option. (ii) Toro Sub shall exercise the Termination Event Option, if at all, by giving written notice to such effect to TCFIF Sub at the time of the events giving rise to the applicable termination event, or as soon as reasonably practicable thereafter. Upon Toro Sub’s delivery of such notice, no Termination Event (as hereinafter defined) shall have occurred, no Termination Payment (as hereinafter defined) shall be payable and the Members shall cooperate to effect an orderly transfer of the Shares to Toro Sub (including causing the Credit Agreement to continue through the Closing Date) and to consummate the closing on the Closing Date; provided, that if the closing is not consummated for any reason, then such Termination Event shall be deemed to have occurred and the related Termination Payment, if any, shall be due. (iii) Contemporaneously with the closing on the Closing Date, Toro Sub shall cause the Company to repay to TCFIF all indebtedness under the Credit Agreement.
NOTICE OF EXERCISE; CLOSING. Matria may exercise the Call Option as permitted by this Article III by delivering to GMM, on or before the expiration of the Option Term, written notice of exercise (the "Notice of Exercise") substantially in the form attached hereto as Exhibit A. The time and date of the closing of the exercise of the Call Option (the "Option Closing Date") shall be such date as Matria and GMM shall agree, but if Matria and GMM do not agree, shall be a date designated by Matria in the Notice of Exercise not earlier than one (1) day nor more than five (5) days after the date of the Notice of Exercise by Matria to GMM (the "Notice Date"). The closing of the exercise of the Call Option (the "Option Closing") shall occur by mail or in such other manner or at such other time and place as Matria and GMM shall agree.
NOTICE OF EXERCISE; CLOSING. In order to exercise the Class A Option, a Class A Optionholder must give written notice (A "NOTICE OF EXERCISE") to the Liggxxx Xxxties reciting its intention to exercise the Class A Option and setting forth the time and place of the closing (the "CLOSING"); PROVIDED that the date of the Closing set forth in such Notice of Exercise may not be more than 90 days from the date thereof. At the Closing, the events set forth in Section 2.7 of the LLC Agreement shall also occur or have occurred. Notwithstanding the foregoing and for the avoidance of doubt the failure of any such event to occur is not a condition to the Closing unless set forth in Article VII or Article VIII hereof.
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