Option Closing. To the extent the Option is exercised, delivery of the Option Securities against payment by the Underwriters (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Notice.
Option Closing. To the extent the Option is exercised, delivery of the Option Shares against payment by the Representatives (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Shares Notice.
Option Closing. (a) Subject to the terms and conditions hereof, including the satisfaction of the Buyer Closing Conditions and the Seller Closing Conditions (each as defined below) or the waiver of any thereof by the party for whose benefit such condition(s) exist, other than those conditions that by their nature are to be satisfied at the closing of the purchase and sale of all of the Project Assets contemplated by this Article 14, proceedings for the consummation of the Option closing shall take place at such location, on such date and as early in the morning as is reasonably practical, as is mutually acceptable to the parties, provided that the closing date is intended to occur, unless otherwise agreed by the Parties, (i) as soon as reasonably possible (consistent with the requirements of this Article 14 and subject to Seller’s rights under Section 5.2) upon an Event of Default of Seller where Buyer elects a Termination Payment as its remedy, or (ii) at the end of the Delivery Term if Buyer exercises the Option absent an Event of Default of Seller hereunder.
(b) The date on which the Option closing actually occurs is referred to herein as the “Option Closing Date.”
(c) For purposes of care, custody and risk of loss of Seller’s Project Assets, the Project and the Site, the Option closing shall be effective at the moment in time when the Option closing actually occurs. For all accounting and tax purposes, the Option closing shall be deemed effective at 12:01 AM on the Option Closing Date.
(d) Subject to Buyer’s right to inspect the Project, Seller’s sale of the Project Assets to Buyer following exercise of the Option shall be on an “as is” basis in its condition on the Option Closing Date, and other than the representations and warranties explicitly set forth in this Agreement, no representations or warranties, whether express or implied, shall be given or deemed given as to the Project or Seller’s Project Assets constituting the Project.
Option Closing. If Tenant exercises the Option, the parties shall incorporate the provisions set forth on Exhibit D as the essential terms of a contract for acquisition of the Premises by Tenant (the “Option Contract”). Further, upon the execution of this Lease, Landlord shall deliver to Xxxxx Xxxxx Xxxxxxxxxxx, LLP (as “Escrow Agent”) (at the notice address provided above) the following fully executed conveyance documents: General Warranty Deed, tax and title affidavits reasonably required to effect transfer, a Lease Termination Agreement, and such other documents and instruments reasonably necessary to consummate the Option (collectively, the “Conveyance Documents”). The Escrow Agent shall hold the Conveyance Documents in escrow pending closing of the Option and authorization by Landlord to release the same for delivery to Tenant and subsequent recording.
Option Closing. 11.1 In the event the Over-Allotment Option is exercised, at the Option Closing, subject to the terms and conditions contained in this Agreement, the Company shall issue and deliver to the Underwriters in such locations that the Lead Underwriter advises the Company the certificates (in physical or electronic form as the Lead Underwriter may advise in the notice) representing the Additional Common Shares to be issued at the Option Closing in the names and denominations reasonably requested by the Underwriters.
11.2 The Option Closing shall occur not more than three business days after the date that the notice of exercise of the Over-Allotment Option has been given in accordance with the terms of the Over-Allotment Option.
11.3 At the Option Closing, the Company shall deliver to the Underwriters such documents set forth in section 6.1(k) except paragraphs (i), (ii), (iii) and (v) , as the Underwriters may request.
11.4 If the Company has satisfied all of its obligations under this Agreement, on the Over-Allotment Closing Date the Underwriters shall pay to the Company the gross proceeds of the sale of the Additional Common Shares, less the Underwriting Fee.
Option Closing. Computer Concepts will deliver the Option Shares to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company and Computer Concepts given at or prior to 10:00 a.m., New York time, on the second full business day preceding the Option Closing Date or, if no such direction is received, in the names of the respective Underwriters or in such other names as SoundView may designate (solely for the purpose of administrative convenience) and in such denominations as SoundView may determine, against payment of the aggregate Purchase Price therefor in Federal or other immediately available funds, by certified or official bank check or checks payable to the order of the Custodian or by wire transfer to accounts designated by the Custodian, all at the offices of Morrxxxx & Xoerxxxx LLP, 1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Xxmputer Concepts shall make the certificates for the Option Shares available to the Underwriters for examination not later than 12:00 p.m., New York time, on the business day preceding the Option Closing Date, at such location within New York, New York as may be designated by the Representatives. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. The Option Closing Date and the location of delivery of, and the form of payment for, the Option Shares may be varied by agreement between the Company and SoundView. The Option Closing Date may be postponed pursuant to the provisions of Section 14. 15 16 SOUNDVIEW FINANCIAL GROUP, INC. RAYMXXX XXXEX & XSSOCIATES JULY___, 1998
Option Closing. The closing of the purchase and sale of Option Shares pursuant to the exercise of the Option by Purchaser (an "Option Closing") will take place at 11:00 a.m. Central no later than ten (10) business days following the date of delivery to Sellers of Purchaser's notice of exercise pursuant to Section 2.2(b) above, at the offices of Xxxxxxx & Xxxxx L.L.P., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at such other time and place as the Parties may agree.
Option Closing i. At each Option Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price.
ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closing, (y) the representations and warranties of such Seller hereunder being true and correct in all material respects as of such Option Closing and (z) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior to the Option Closing.
iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers.
iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price by wire tr...
Option Closing. 11.1 In the event the Over-Allotment Option is exercised, at the Option Closing, subject to the terms and conditions contained in this Agreement, the Company shall issue and deliver to the Underwriters in such locations that the Lead Underwriter advises the Company the certificates (in physical or electronic form as the Lead Underwriter may advise in the notice) representing the Common Shares to be issued at the Option Closing in the names and denominations reasonably requested by the Underwriters.
11.2 The Option Closing shall occur not more than three business days after the date that the notice of exercise of the Over-Allotment Option has been given in accordance with the terms of the Over-Allotment Option.
11.3 At the Option Closing, the Company shall deliver to the Underwriters such documents set forth in section 6.1(k) except paragraphs (i), (v) and 6.1(k)(x) as the Underwriters may request.
11.4 If the Company has satisfied all of its obligations under this Agreement, on the Over-Allotment Closing Date the Underwriters shall pay to the Company the gross proceeds of the sale of the Over-Allotment Common Shares, less the Underwriting Fee and expenses as provided in section 7 hereof.
Option Closing. 11.1 In the event the Over-Allotment Option is exercised, at the Option Closing, subject to the terms and conditions contained in this Agreement, the Company shall issue and deliver to the Underwriters in such locations that the Lead Underwriters advise the Company the certificates (in physical or electronic form as the Lead Underwriters may advise in the notice) representing the Additional Common Shares to be issued at the Option Closing in the names and denominations reasonably requested by the Underwriters.
11.2 The Option Closing shall occur not more than three business days after the date that the notice of exercise of the Over-Allotment Option has been given in accordance with the terms of the Over-Allotment Option.
11.3 At the Option Closing, the Company shall deliver to the Underwriters:
(a) such documents set forth in subsection 6.1(k) except paragraph (i), (vi) and (vii), as the Underwriters may request; and
(b) the Compensation Option.
11.4 If the Company has satisfied all of its obligations under this Agreement, on the Over-Allotment Closing Date the Underwriters shall pay to the Company by wire transfer the gross proceeds of the sale of the Additional Common Shares, less (i) the Underwriting Fee and (ii) if so desired by Lead Underwriters, any costs and expenses owing to the Underwriters pursuant to section 7.2.
11.5 The Company and Underwriters agree that the Over-Allotment Option Closing Date may occur on the same date as the Closing Date, subject to the Company’s prior receipt of the notice in accordance with the Over-Allotment Option.
