Common use of Option Closing Clause in Contracts

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 transfer of immediately available funds to the account(s) specified in writing by such Seller.

Option Closing. i. At each Option Closing (as defined below)a) In the event the Optixx xx xxxrcised in accordance with the terms hereof, subject to the satisfaction or, if permissible, waiver of the conditions and to the terms set forth in paragraphs 1(b)(ii) Sections 9.03 and 1(b)(iii) below9.04 hereof, 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 Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York, at 10:00 a.m., Xxx Xork Xxxx xxme, on the Companythird Business Day following exercise or deemed exercise, as the case may be, of the Option by delivery of the relevant notice and satisfaction or, if permissible, waiver, of the conditions set forth in Sections 9.03 and 9.04 hereof, or at such other time and place as the parties may be agreed upon by agree (the date on which Option Closing occurs, the "Option Closing Date"). In the event the Option is exercised or deemed exercised in accordance with the terms hereof, the Company and the SellersInvestor shall use their best efforts so as to effect the Option Closing no later than the third Business Day following the date of delivery of the relevant notice relating to exercise; provided, however, that if a Mandatory Exercise Notice has been delivered, the Investor shall have right to delay the Option Closing for a period of ten Business Days from the date of delivery of the Mandatory Exercise Notice. iv. (b) At each the Option Closing, each Seller (i) the Company will deliver to the Investor certificates representing the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.02 hereof (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Option Closing Date), together with the other documents, certificates and opinions to be delivered pursuant to Section 9.03 hereof (including, without limitation, the Company Representation and Warranty Letter), and (ii) the Investor, in full payment for the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.02 hereof, will pay to the Company an amount equal to the Option Purchase Price, against which amount to be paid to the Company any amounts due to the Investor pursuant to Section 11.01(a) hereof or otherwise shall be netted (provided, that the Investor shall continue to be entitled to seek reimbursement after the Option Closing for amounts that are properly reimbursable pursuant to Section 11.01(a) hereof), in immediately available funds, and the Investor shall deliver to the CompanyCompany the other documents and certificates to be delivered pursuant to Section 9.04 hereof (including, without limitation, the Investor Representation and Warranty Letter). The amount to be paid to the Company will be paid by wire transfer to First Union National Bank, Macon, Georgia, Acct. Name: Magellan Health Services, Inc., Acct. No.: 2080000077640, ABA No. 061000227, or as instructed otherwise directed 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 transfer of immediately available funds to the account(s) specified in writing by such Seller.

Option Closing. i. At the Option Closing, the following events shall occur, each Option Closing being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (as defined belowi) the Parties shall execute, acknowledge and deliver the Conveyance (Exhibit B), subject to with a special warranty of title by, through and under Seller but not otherwise, in sufficient counterparts for recording in Weld County, Colorado, and any applicable forms of any governmental entity, including the satisfaction Colorado State Land Board, conveying all of the conditions and Optioned Assets to Purchaser as of the terms set forth in paragraphs 1(b)(iiOptioned Asset Effective Date; (ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey Purchaser shall execute and deliver to Seller an area of mutual agreement in the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying form attached hereto as Exhibit D; (xiii) 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 Purchaser shall deliver or cause to be sold by such Seller, an “Option Purchased Interest”delivered to Seller the Optioned Asset Cash Consideration; (iv) 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 Purchaser (A) releases of all Liens that are burdening the CompanyOptioned Assets, (B) authorizations to file UCC-3 termination statements releases in all applicable jurisdictions to evidence the release all such Liens on the Optioned Assets and (C) all instruments and agreements reasonably requested by, and in form and substance reasonably acceptable to, Purchaser to effect and file of record the release of all Liens in connection therewith; (v) Purchaser shall either (A) cause Creek Road to issue in a private placement to Seller the Optioned Asset Equity Consideration or as instructed (B) cause the Optioned Asset Equity Consideration to be transferred to Seller, in each case, in book-entry form (solely with respect to the Optioned Asset Stock Consideration), free and clear of any Liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Seller and containing a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM; (vi) Seller shall deliver to Purchaser electronic copies of all Optioned Asset Records in the possession of Seller, its affiliates and/or their respective designees and contractors (including brokers and/or landmen); and (vii) Purchaser and Seller (or Seller’s designated operator) shall execute all documents reasonably requested by the Company, duly executed other Party that are necessary to transfer powers relating the Optioned Assets 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 transfer of immediately available funds to the account(s) specified in writing by such SellerPurchaser.