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. 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.
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. 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. 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 (“Option Closing”) of the purchase and sale of the Common Shares, whether pursuant to a Call exercised in accordance with Section 4.1 or Section 4.2(b)(2), will take place on a date selected by the party exercising the Call (whether IUBT or ICF), as the case may be, which date will not be later than the 30th day following the Valuation Date unless the parties agree otherwise, but shall in any case be no later than the 90th day following the Valuation Date. The parties shall use their best efforts to complete the entire valuation and closing process within the designated period. At the Option Closing, the Option Holder will tender all the Common Shares subject to the Call to ICF or IUBT, as the case may be, and ICF or IUBT, as the case may be, will make payment of the Purchase Price for all such Common Shares to the Option Holder. During any period of determination of Fair Market Value, the Parties agree to use their best efforts to carry on the business of ICF in the normal course and in the best interest of ICF. On the Option Closing date, the Option Holder will sign and deliver to ICF all documents necessary to transfer, free and clear of all liens, claims and other encumbrances, his/her Common Shares to ICF or IUBT, as the case may be, including the stock certificates representing the Common Shares duly endorsed for transfer. The Option Holder hereby appoints each of ICF and IUBT, as the case may be, as the Option Holder’s attorney-in-fact, coupled with an interest, with full power and authority to sign and deliver all resolutions and share transfers which may be required under this Section 4.4. This appointment is irrevocable while the Option Holder owns Common Shares but will lapse automatically as soon as the Option Holder ceases to own Common Shares.
Option Closing. The Option shall be exercisable at any time -------------- during the Option Period. The Option shall be exercised by Xxxxx' giving written notice (the "Option Exercise Notice") signed by an officer of Xxxxx 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), Xxxxx shall become obligated to purchase from Universal, and Universal shall become obligated to sell to Xxxxx, 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, Xxxxx 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 Xxxxx and Universal.
Option Closing. (a) The closing of the exercise of the Option (the “Option Closing”) shall occur at 10:00 a.m. (Eastern time, U.S.A.) on the Option Closing Date. The Option Closing shall occur at the offices of Borrower or at such other location as the parties hereto shall agree.
Option Closing. Any sale and purchase of the Shares pursuant to this Article X shall be consummated as soon as reasonably practicable after the Tower Call Notice, the Tower Put Notice, the Panasonic Call Notice or the Panasonic Put Notice, as applicable. The Shareholders shall cooperate in good faith with respect to all actions necessary and appropriate to effect such sale and purchase, including (i) executing all reasonably requested documentation, (ii) causing their respective nominees on the Board to vote in favor of any required approval to effect the sale and purchase of the Shares pursuant to this Article X at the relevant Board meetings, and (iii) acquiring all required approvals and consents from, and the making of all required applications, notifications or filings to or with, all Authorities. - 39 - EXECUTION VERSION ARTICLE XI
