The Option Closing Sample Clauses

The Option Closing. The purchase of the Option Shares pursuant to the Option shall take place at a closing (the "Option Closing" and each of the First Closing and the Option Closing is referred to individually as a "Closing") to be held at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M. New York time on the tenth Business Day after the Exercise Date or at such other place or at such other time or on such other date as the Company and the Purchaser may mutually agree upon in writing (the day on which the Option Closing takes place being the "Option Closing Date" and each of the First Closing Date and the Option Closing Date being referred to individually as a "Closing Date").
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The Option Closing. (a) The Option Closing shall occur within ten (10) business days after the Notice Date; provided that (i) to the extent necessary, with respect to the exercise of the Option, any applicable waiting periods (and any extension thereof) under the HSR Act shall have expired or been terminated and (ii) no preliminary or permanent injunction or other final non-appealable order, decree or ruling issued by any Governmental Authority preventing or prohibiting the exercise of the Option or the delivery of Shares subject to the Option shall be in effect. (a) At the Option Closing, each Stockholder will deliver good and valid title to such Stockholder’s Shares, subject to Section 3.01, free and clear of any Liens, other than pursuant to this Agreement. Upon delivery of each Stockholder’s Shares and payment of the Aggregate Exercise Price contemplated herein, Parent will receive good, valid and marketable title to such Stockholder’s Shares, subject to Section 3.01, free and clear of any Liens.
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The Option Closing. 5.9.1 If the Exercise Price is the Fixed Exercise Price, then, on the Option Closing Date: 5.9.1.1 CIA shall pay to USIS and the USIS Partnership (in the event of a purchase of the Newco Shares) or Newco (in the event of a purchase of the Newco Business) the Exercise Price, by wire transfer of immediately available funds to the account specified by USI or Newco, as the case may be, at least three (3) Business Days prior to the Option Closing Date; 5.9.1.2 USI, USIS, the USI Partnership, and/or Newco shall deliver to CIA such documents, instruments, and other items, in form and substance reasonably satisfactory to CIA, as CIA may determine are necessary or appropriate in connection with the transfer to CIA of good title to the Newco Shares or the Newco Business, as the case may be, including without limitation evidence of membership in Newco, bills of sale, assignments, liability assumption agreements, representations and warranties, opinions of counsel, officers' certificates, etc., and items related to the tax deductibility for CIA of the Exercise Price (including any principal and interest under the Loan Agreement applied to the Exercise Price) and any election under Internal Revenue Code Sections 338(h)(10) or 754 or comparable state and local provisions; 5.9.1.3 USI shall deliver to CIA an Indemnity, substantially in the form attached as Exhibit D, pursuant to which USI will indemnify CIA, its designee (if any), and their respective Affiliates for (i) any loss, damage, or expense (including without limitation fees and expenses of legal counsel) arising out of any actual or alleged malfeasance, bad faith, or negligence of USI, Newco, any other USI Affiliate, or any of their respective employees, directors, officers, or agents, in the conduct of Newco's business prior to the Option Closing Date, and (ii) any obligations of Newco, including without limitation obligations for the payment of Taxes, incurred prior to, or arising out of Newco's activities prior to, the Option Closing Date (other than those liabilities reflected on the most recent balance sheet of Newco delivered pursuant to Schedule 8 and incurred in the ordinary course of business in accordance with the Business Plan); 5.9.1.4 USI and Newco shall use their best efforts to deliver to CIA written acknowledgment, from each Carrier and Provider with which Newco has an agreement, that such agreement will continue in force (if the Newco Shares are purchased), or be freely transferred to CIA (if th...
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The Option Closing. The Option Closing shall take place at the offices of Xxxxxxx X.X. Xxxx, Esq., 000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or such other place as the parties may agree. The date of the Option Closing is hereinafter referred to as the "Option Closing Date". At the Option Closing, (a) the Company shall deliver to the Purchaser (1) one or more stock certificates representing four hundred (400) Shares and the Warrant (as defined in Section 316), each registered in the name of the Purchaser, (2) the legal opinion of Gray, Harris & Xxxxxxxx, P.A., and (3) all other documents, instruments and writings required to have been delivered at or prior to the Option Closing by the Company to the Purchaser pursuant to this Agreement; and (b) the Purchaser shall deliver to the Company (1) the exercise price of the Option in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Option Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Option Closing by the Purchaser pursuant to this Agreement.
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The Option Closing. (a) Subject to the satisfaction of the conditions set forth in Article VI, the closing of the purchase of the Option Shares (the "Option Closing") shall occur at 10:00 a.m. local time on the date set forth in the Exercise Notice or at such other time as the parties hereto shall mutually agree (the "Option Closing Date"). The Option Closing shall occur at the offices of the Company's counsel or at such other location as the parties hereto shall mutually agree. (b) On the Option Closing Date, the Company shall deliver to Holder a certificate for the Option Shares so purchased, free and clear of all Liens, other than the restrictions imposed by the Company's Stockholders Agreement, dated as of October 11, 2000, as the same may be amended in accordance with its terms (the "Stockholders Agreement") and restrictions on transfer arising under federal and state securities laws. Holder acknowledges that any Option Shares acquired shall be subject to the restrictions of the Stockholders Agreement. (c) On the Option Closing Date, Holder shall deliver to the Company, by wire transfer of immediately available funds, an amount equal to product of the number of Option Shares purchased and the Per Share Exercise Price.
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The Option Closing. (a) Any closing of the purchase of the Optioned Rights hereunder (an "Option Closing") shall take place on the same business day that the conditions set forth below have been fulfilled or waived (except those that by their nature are to be satisfied or waived at the Option Closing, but subject to the fulfillment or waiver of such conditions) at 10:00 A.M., local time, at the offices of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx, or at such other time and place as the parties hereto may agree (the "Option Closing Date"). (b) At the Option Closing, each Senior Lender will deliver to the Exercising Optionee satisfactory evidence that its Optioned Rights have been transferred, free and clear of any Encumbrances (as defined below). Each Senior Lender's execution and delivery of an Assignment and Acceptance Agreement, in the form specified in Schedule 11.3(b) of the Existing Senior Credit Facility, shall in all events constitute satisfactory evidence of such transfer. At the Option Closing, such Exercising Optionee will purchase such Optioned Rights from each Senior Lender by paying the Exercise Price to each Senior Lender in U.S. dollars, by wire transfer of immediately available funds. (c) At the Option Closing, (i) the Company shall cause to be deposited with the Issuing Lender cash collateral in the amount equal to 105% of the outstanding face amount of any Letters of Credit, and (ii) upon the Issuing Lender's receipt of such cash collateral, the Lenders shall be released of their obligations under the Existing Senior Credit Facility with respect to funding draws on the Letters of Credit. The Issuing Lender shall hold such cash collateral, for the ratable benefit of the Lenders, in a segregated interest-bearing deposit account, to secure the LOC Obligations in respect of any drawings under all then outstanding Letters of Credit, the Letter of Credit Fees and the Issuing Lender fees. Upon any drawing under any Letter of Credit, the Issuing Lender shall be authorized to debit the cash collateral account in the full amount of such drawing plus the amount of any applicable commissions or other standard charges of the Issuing Lender in relation to such drawing. Upon the Company's full satisfaction of the LOC Obligations, in a manner and to the extent reasonably satisfactory to the Issuing Lender, the Issuing Lender shall remit to the Company the remaining balance in the cash collateral account. (d) At Option Closing, the Senior Agent shall...
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The Option Closing. At the Option Closing Sxxxxx shall deliver to TBC Global stock certificates and certificates for membership interests, which together will represent all of the Optioned GameCo. Equity, duly endorsed for transfer or accompanied by stock powers or other like powers duly executed in the name of “TBC Global News Network, Inc.” or such other name as it shall then be operating under.
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The Option Closing. Subject to adjustment as contemplated by Section 2.4, at each Option Closing, (a) TRDC shall deliver to Xxxxxx the Note in the aggregate principal amount of the Exercise Price for the Option Shares being purchased and (b) Xxxxxx will deliver to TRDC a certificate or certificates evidencing the Option Shares acquired in connection therewith.
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The Option Closing. On the terms and subject to the conditions set forth in this Agreement, at the closing of the Option exercise (the “Option Closing”), the Purchaser will acquire the Option Units from the Company in exchange for the Option Payment Amount, payable in immediately available funds. The “Option Payment Amount” shall be an amount equal to 3.5 times Adjusted 2025 Revenue. “Adjusted 2025 Revenue” shall be the total revenue of the Company as reported in the books of the Company for the fiscal year ended December 31, 2025, adjusted to give pro rated credit for any annual Contract entered into after January 1, 2025, as determined by those holders of Class A Units who were holders immediately prior to the date hereof, acting in good faith. For illustrative purposes only, if an annual Contract is entered into on July 1, 2025, which requires payment of $100,000 for the succeeding 12-month period, six months of such revenue, or $50,000, shall be added to the 2025 revenue amount.
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Related to The Option Closing

  • 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.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Consideration; Closing If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board of Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

  • Second Closing The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

  • Pre-Closing Option Provided that the Recipient satisfies the terms and conditions of this Agreement, Recipient may elect to have Funds delivered by the OPWC to the Title Agent prior to Closing, subject to the terms and conditions of this Agreement and the Escrow Agreement. Recipient shall make such election, if at all, by delivering to the OPWC a Disbursement Request Form and Certification in the form of Appendix E to this Agreement (the "Disbursement Request"), which shall identify the Title Agent as payee and shall be delivered after the Recipient's receipt of a Notice to Proceed and not more than sixty (60) days prior to Closing. The OPWC shall then deliver to the Title Agent Funds to be disbursed under this Agreement for the land acquisition, which Funds may be held, together with the Matching Funds, in an account subject to the terms and conditions of the Escrow Agreement. Any interest that accrues thereon shall be used by the Recipient for settlement costs. If the interest paid on such escrow account exceeds the settlement costs to be paid by the Recipient, then such funds shall be applied to the Cost of Project. If all of the conditions to the release of Funds set forth in the Escrow Agreement have been satisfied, the Title Agent shall release the escrowed Funds at Closing and apply the same to the land acquisition costs in accordance herewith and the settlement statement executed and delivered at the Closing. After Closing, the Recipient may request additional disbursements of Funds available under this Agreement relating to the land acquisition, including costs incurred in connection with appraisal of the Land, closing costs, title search, environmental assessments and other eligible costs. Within sixty (60) days of Closing, the Recipient shall deliver to the OPWC, or shall cause the Title Agent to deliver to the OPWC, a copy of the recorded Deed Restrictions and deed, or other instrument appropriate for the interest in the Land, and the executed settlement statement. If the Recipient does not close within thirty (30) days of disbursement, the Recipient must contact the OPWC immediately.

  • Merger Closing (a) The Merger shall be consummated (the "Closing") at 10:00 a.m. (Eastern time) on a date to be specified by the parties, which shall be no later than the second (2nd) Business Day after satisfaction or (to the extent permitted by applicable Law) waiver of the conditions set forth in Article 7 (other than any such conditions that by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived on the Closing Date), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 1285 Avenue of the Americas, New York, New York, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Closing occurs, the "Closing Date"). (b) At the Closing, the parties hereto shall cause the Merger to be consummated by causing to be filed with the Secretary of State of the State of Delaware a certificate of merger or a certificate of ownership and merger, as the case may be (in any such case, the "Certificate of Merger"), in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being the "Effective Time"). (c) Notwithstanding anything herein to the contrary, in the event that Parent, Merger Sub and their respective Subsidiaries collectively hold or acquire at least 90% of the outstanding shares of Company Common Stock after giving effect to the closing of the Offer and, if applicable, the purchase by Merger Sub of the Top-Up Shares, Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL as promptly as practicable.

  • Subsequent Closing The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 00 xxx xx Xxxxxxxx Xxxxx-Xxxxxx, 00000 Xxxxx, at 10:00 a.m. and at the offices of Lexence N.V., Xxxxx Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date; (v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;

  • The Merger Closing (a) As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Department of Financial Institutions of the State of Wisconsin and make all other filings or recordings required by the WBCL to be made in connection with the Merger. The Merger shall become effective at such time as the articles of merger are duly filed with the Department of Financial Institutions of the State of Wisconsin or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (the "Effective Time"). (b) Upon the terms and subject to the conditions set forth herein, at the Effective Time, Merger Subsidiary shall be merged with and into the Company in accordance with the requirements of the WBCL, whereupon the separate existence of Merger Subsidiary shall cease. The Company shall be the surviving corporation in the Merger (the "Surviving Corporation"). (c) The Merger will have the effects set forth in the WBCL, including the effects set forth in Section 180.1106 of the WBCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, immunities, powers and purposes and shall assume and be liable for all the liabilities, obligations and penalties of the Company and Merger Subsidiary. (d) The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036-6522, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) Business Days after the satisfaction or, to the extent permitted hereby, waiver of all of the conditions to the Merger, other than those conditions that by their nature are to be fulfilled at Closing, but subject to the satisfaction or waiver of such conditions, unless this Agreement has been heretofore terminated pursuant to its terms or another time or date is agreed to in writing by the parties hereto (the actual time and date of the Closing being referred to herein as the "Closing Date").

  • Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

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