Option Closing Clause Samples

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. 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 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 subsection 6.1(w) as the Underwriters may request. 11.4 If the Company has satisfied all of its obligations under this Agreement that are required to be satisfied before or on the Over-Allotment Closing Date, the Underwriters shall pay to the Company by wire transfer the aggregate gross proceeds of the sale of the Additional Shares. The Company shall then pay to the Underwriters by wire transfer of immediately available funds, an amount equal to (i) the Underwriters’ Fee and, (ii) any costs and expenses owing to the Underwriter 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.

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 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, 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. 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. 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. 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as the Parties may agree.

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 Morr▇▇▇▇ & ▇oer▇▇▇▇ LLP, 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. ▇▇mputer 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. RAYM▇▇▇ ▇▇▇E▇ & ▇SSOCIATES JULY___, 1998

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 paragraph (i), 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 Underwriters’ Fee.

Option Closing. The Option shall be exercisable at any time -------------- during the Option Period. The Option shall be exercised by ▇▇▇▇▇' giving written notice (the "Option Exercise Notice") signed by an officer of ▇▇▇▇▇ to ---------------------- Universal. Upon delivery of the Option Exercise Notice, upon the terms and subject to the conditions contained herein (including without limitation Section 4 hereof), ▇▇▇▇▇ shall become obligated to purchase from Universal, and Universal shall become obligated to sell to ▇▇▇▇▇, the Option Stock for cash at the Option Price at the Option Closing. The Option Price (net of the Option Payment) shall be paid by wire transfer to an account specified in writing by Universal, at a closing (the "Option Closing") on the date (the "Option Closing -------------- -------------- Date") specified in the Option Exercise Notice (which date shall be within the ---- Option Period and no later than five (5) days after the date of the Option Exercise Notice), or such later date as may be required to comply with the HSR Act (as defined below), but in no event shall the Option Closing occur after December 31, 1999. In the event that the Option has been exercised, but the Option Closing has not occurred on or before the Option Period because the condition set forth in Section 2(c) hereof has not been satisfied then, upon the expiration of the Option Period, ▇▇▇▇▇ shall deposit with an escrow agent the Option Price (net of the Option Payment) to be held in an escrow account until the earlier of (i) the satisfaction of the condition set forth in Section 2(c) hereof and (ii) December 31, 1999, pursuant to written escrow instructions mutually agreed upon by ▇▇▇▇▇ and Universal.