Option Closings Sample Clauses
Option Closings. Each closing of a purchase of shares of Common Stock under the Option (an "OPTION CLOSING") shall occur at the offices of the Company at 9:00 a.m. California time (or such other time and place as may be agreed by the parties) on a date designated by Purchaser in an Exercise Notice delivered not less than five (5) and not more than twenty (20) business days prior to the date of such Option Closing (the "OPTION CLOSING DATE"). At each Option Closing: (i) the Company shall deliver to Purchaser or its designee (A) a single certificate representing the number of shares of Common Stock designated by Purchaser for purchase in the applicable Exercise Notice (the "OPTION EXERCISE NUMBER"), such certificate to be registered in the name of Purchaser and to bear the legend set forth in Section 5.11, and (B) a Series 2 Warrant, registered in the name of Purchaser, entitling Purchaser to purchase, on the terms set forth therein, a number of shares of Common Stock (subject to adjustment as set forth therein) equal to one half the Option Exercise Number; and (ii) Purchaser shall deliver the aggregate Option Exercise Price for the shares of Common Stock so designated for purchase to the Company in cash (in immediately available funds). Upon request by Purchaser, the Option Closing Date will be deferred as reasonably necessary until the conditions to consummation of the Option Closing and the Company's obligation to issue the Option Common at such Option Closing pursuant to Section 7.3 are satisfied (if such conditions are capable of being satisfied).
Option Closings. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7(c) below, the Company shall issue and sell to each Buyer delivering a Call Option Exercise Notice (in the event of an exercise of the Call Option) or to each Buyer receiving a Put Option Exercise Notice (in the event of the exercise of the Put Option), and each such Buyer severally, but not jointly, shall purchase from the Company at the applicable Call Option Closing or Put Option Closing, the number of Units to be issued to such Buyer in accordance with clauses (i) and (ii) above of this Section 1(b) (each of the Initial Closing, a Call Option Closing and the Put Option Closing, a “Closing”). Each Closing shall occur at 10:00 a.m., New York City time, on the date specified in this Section 1(b) (or such later date as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to such Closing set forth in Sections 6 and 7(i) below at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, 1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The date on which any such Closing occurs is hereinafter referred to herein as the “Closing Date.”
Option Closings. In the event the Option is exercised, the purchase --------------- and sale of the Option Licenses shall be made pursuant to one or more agreements substantially in the form of the Asset Acquisition Agreement (including, without limitation, the investment protection provisions of Section 1.3(b), the registration provisions of Section 5 and the conditions to closing, each as appropriately modified with appropriate bring-down modifications (each, a "Purchase Agreement")), which the parties agree to execute, or cause to be executed, within thirty (30) days of the exercise by ART of the Option. If the Option is exercised, the parties (a) acknowledge that one or more of the Option Licenses may be granted or awarded to a Bachow Affiliate and agree that such Bachow Affiliate shall execute the applicable Purchase Agreement with ART and the applicable Purchase Agreement will be appropriately modified and (b) anticipate the first agreement and Closing thereunder to include the transfer of all of the Granted Auction Licenses and Pending Auction Licenses. The consideration payable by ART at any Closing shall be in shares of ART Common Stock valued at the Trailing Market Price with an aggregate value equal to the Option Price payable at such Closing.
Option Closings. 3 1.6 Delivery and Payment for the Shares ......................................3 SECTION 2 INVESTORS' REPRESENTATIONS ........................................4
Option Closings. In addition, each time that any of the Option Securities are purchased by the Underwriters, the Custodian will deliver the Option Securities to the Representative through the facilities of DTC for the accounts of the Underwriters, against payment of the purchase price therefor, in Federal (same day) funds by wire transfer to or on behalf of the Selling Stockholders, pro rata based on the number of Option Securities sold by each of them, under instructions from the Custodian, at the above-mentioned offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at 9:00 A.M. (New York City time), on the applicable Date of Delivery. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.
Option Closings. Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of any of the Option Shares (the “Option Closing”) shall take place at the New York office of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the third (3rd) business day following receipt by the Company of an Option Exercise Notice. At an Option Closing, the following deliveries will be made:
(a) The Company shall deliver certificates to either the Investor or Xethanol, as the case may be, representing the Option Shares.
(b) The Company shall deliver the Company Option Closing Certificate to either the Investor or Xethanol, as the case may be.
(c) If applicable, the Investor shall deliver the Investor Option Closing Certificate to the Company.
(d) If applicable, Xethanol shall deliver the Xethanol Option Closing Certificate to the Company.
Option Closings. (a) If the First Closing shall have occurred, then for a period commencing on the day following the Shareholder Approval Date and ending six (6) months thereafter (the “Option Period”), Purchaser shall have the nontransferable options (the “Options”), exercisable in whole or in part, to acquire (i) additional shares of Series E-1 Preferred Stock (the “E-1 Option Shares”) at the Series E-1 Per Share Purchase Price in an aggregate amount not to exceed the Series E-1 Purchase Option Amount (the “Series E-1 Purchase Option”) and/or (ii) additional shares of Series E-2 Preferred Stock (the “E-2 Option Shares”) at the Series E-2 Per Share Purchase Price in an aggregate amount not to exceed the Series E-2 Purchase Option Amount (the “Series E-2 Purchase Option”). The Purchaser may exercise either or both of the Options in whole or in part by providing a written notice of exercise to the Company during the Option Period (an “Option Exercise Notice”), which Option Exercise Notice shall specify (i) the number of additional shares of Preferred Stock to be purchased by the Purchaser pursuant to the Series E-1 Purchase Option and/or the Series E-2 Purchase Option; (ii) the aggregate purchase price (at the Series E-1 Per Share Purchase Price or the Series E-2 Per Share Purchase Price, as applicable) of such additional shares; and (iii) the Option Closing Date for such Option exercise, which shall be no earlier than three Business Days after the date of such Option Exercise Notice and no later than five Business Days after the date of such Option Exercise Notice. The date on which the Purchaser gives an Option Exercise Notice is hereinafter referred to as the “Option Exercise Date.”
(b) On the Option Closing Date specified in the Option Exercise Notice, upon the terms and subject to the conditions set forth herein, the Company shall sell to the Purchaser and the Purchaser shall purchase from the Company the shares of Preferred Stock specified in the Option Exercise Notice for the aggregate purchase price specified therefore in the Option Exercise Notice (the “Option Purchase Amount”). The Purchaser shall deliver via wire transfers of immediately available funds an amount equal to the Option Purchase Amount, 50% of which shall be delivered to the Escrow Agent, and 50% of which shall be delivered to the Company (or as otherwise instructed in writing by the Company). The Option Closing shall be subject to the satisfaction or waiver of the closing conditions contained herein...
Option Closings. (a) The consummation of the purchase and sale of any Option Shares to be sold pursuant to an Exercise Notice (an "Initial Option Closing") shall take place on the Option Closing Date specified in such Exercise Notice at the offices of Kirk▇▇▇▇▇▇▇ & ▇ock▇▇▇▇ ▇▇▇, 1500 Oliv▇▇ ▇▇▇lding, Pittsburgh, Pennsylvania, or at such other time, date or place as the parties agree.
(b) The consummation of the purchase and sale of any Available Option Shares to be purchased pursuant to Section 1.4(c) hereof (the "Available Option Closing") shall take place on the 30th day following the delivery of the Notice by BCC to the Option Investors (or, if such day is not a business day, the next following business day) (each Initial Option Closing and Available Option Closing hereunder an "Option Closing").
(c) Unless otherwise agreed by the parties, to the extent that (a) any Option remains unexercised and the Available Option Shares have not been elected to be purchased by the Option Investors or (b) any Option Closing to be held hereunder does not take place because (i) all conditions to closing set forth in Section 5.2(a)-(c) hereof have not been met or waived by BCC or (ii) all conditions to closing set forth in Section 5.1 hereof have not been met other than due to a failure by BCC to take any necessary action or to use its best efforts to cause in a third party to take any necessary action thereunder, then on the date that is 225 days following the First Closing all Options granted hereunder shall expire and neither BCC nor any Investor shall have any further rights or obligations with respect thereto.