Exercise Closing Sample Clauses

Exercise Closing. TriZetto shall have the right to purchase all but not less than all of the First Refusal Shares on the Offer Terms; PROVIDED that TriZetto shall be required to pay all consideration for the First Refusal Shares in cash in the event that the Offer Terms include any non-cash consideration. The cash payable with respect to any non-cash consideration shall be the fair market value of such non-cash consideration as mutually agreed by the parties. TriZetto may exercise such right by giving written notice (a "TRIZETTO ACCEPTANCE NOTICE") to IMS, within 20 days after the date of receipt by TriZetto of a Right of First Refusal Notice, which shall state that TriZetto is electing to purchase all of the First Refusal Shares on the Offered Terms. The TriZetto Acceptance Notice shall constitute an irrevocable commitment to purchase from IMS or such Affiliate the First Refusal Shares on the Offer Terms and the other terms and conditions set forth in this Section 6. The closing of any purchase by and sale to TriZetto of the First Refusal Shares shall take place, to the extent legally practicable, on such date that is no less than 5 and no more than 30 days following the date of the TriZetto Acceptance Notice, as TriZetto and IMS shall mutually agree. The closing shall be held at 10:00 a.m., local time, at the principal office of TriZetto. At such closing: (i) IMS shall deliver to TriZetto certificates representing the First Refusal Shares being sold (or affidavits of loss in lieu thereof), free and clear of any Lien; (ii) TriZetto shall deliver to IMS the cash consideration to be paid for such First Refusal Shares in accordance with this Section 6.1(b); and (iii) IMS and TriZetto shall execute or cause to be executed such other documents and take or cause to be taken such other actions as shall be reasonably necessary to consummate the purchase and sale of the First Refusal Shares on the terms contemplated by the Offer Terms and the other terms and conditions set forth in this Section. TriZetto and IMS each will pay any costs that it incurs in complying with the obligations set forth in this paragraph.

Exercise Closing. (a) Grantee and/or any other person that shall become a holder of all or part of the Option in accordance with the terms of this Agreement (each such person being referred to herein as the "Holder") may exercise the Option, in whole or part, if, but only if, the Termination Fee provided for in Section 8.02(b) of the Merger Agreement has become payable (a "Triggering Event") and such exercise is prior to the occurrence of an Exercise Termination Event (as hereinafter defined). Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate upon the termination of the Merger Agreement by Issuer pursuant to Section 8.01(b) thereof. (b) Each of the following shall be an "Exercise Termination Event": (i) the Effective Time (as defined in the Merger Agreement); or (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of a Triggering Event and at the time of such termination the conditions prerequisite to a Triggering Event occurring in the future are incapable of being fulfilled; or (iii) the passage of thirteen (13) months (or such longer period as provided in Section 10) after termination of the Merger Agreement; or (iv) the receipt by Grantee of the Termination Fee. (c) Issuer shall notify Grantee promptly in writing of the occurrence of any Triggering Event (other than a Triggering Event by reason of a termination of the Merger Agreement pursuant to Section 8.01(e)), it being understood that the giving of such notice by Issuer shall not be a condition to the right of the Holder to exercise the Option. (d) In the event the Holder is entitled to and wishes to exercise the Option (or any portion thereof), it shall send to Issuer a written notice (the date of which being herein referred to as the "Notice Date") specifying (i) the total number of shares it will purchase pursuant to such exercise and (ii) a place and date not earlier than three business days nor later than 60 business days from the Notice Date for the closing of such purchase (the "Closing Date"); provided, that if the closing of such purchase cannot be consummated by reason of any applicable judgment, injunction, decree, order, law or regulation, the period of time that would otherwise run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and provided, further, that if prior notification to or appr...

Exercise Closing. (a) Conditions to Exercise; Termination. Grantee or any other person that shall become a holder of all or a part of the Option in accordance with the terms of this Agreement (each such person, including Grantee, being referred to as "Holder") may exercise the Option, in whole or in part, from time to time, if but only if a Triggering Event has occurred, and prior to the occurrence of an Exercise Termination Event (as defined below). The right to exercise the Option shall terminate upon either (i) the occurrence of the Effective Time (as defined in the Merger Agreement) or (ii) (x) if a Notice Date (as defined in Section 2(d)) has not previously occurred, the close of business on the earlier of (A) the day that is 150 days after the date of a Triggering Event, (B) the date upon which the Merger Agreement is terminated if no Termination Fee (as defined in the Merger Agreement) could be payable by Issuer pursuant to the terms of the Merger Agreement upon the occurrence of certain events or the passage of time, and (C) 700 days following the date upon which the Merger Agreement is terminated, and (y) if a Notice Date has previously occurred, 150 days after that Notice Date (the events in (i) or (ii) being referred to as "Exercise Termination Events").

Exercise Closing. (a) Conditions to Exercise; Termination. Grantee or any other person that ----------------------------------- shall become a holder of all or a part of the Option in accordance with the terms of this Agreement (each such person, including Grantee, being referred to as "Holder") may exercise the Option, in whole or in part, from time to time, ------ if but only if a Triggering Event has occurred, and prior to the occurrence of an Exercise Termination Event (as defined below). The right to exercise the Option shall terminate upon the earliest to occur of (i) the Effective Time (as defined in the Merger Agreement), (ii) if a Notice Date (as defined in Section 2(d)) has not previously occurred, the close of business on the one-year anniversary of a Triggering Event (the "Exercise Termination Event") or (iii) --------------------------- the termination of the Merger Agreement other than pursuant to Section 9.1(f) thereof.

Exercise Closing. This option may be exercised by Alpine on August 1, 2003 by written notice to ▇▇▇▇▇▇▇▇ and not otherwise, given either in person or by registered or certified mail, postage prepaid, addressed to ▇▇▇▇▇▇▇▇. Within fifteen (15) days after such exercise by Alpine, the parties shall execute duplicate counterparts of an Agreement for Purchase and Sale of Aircraft and Alpine shall make the payments therein receipted for. ▇▇▇▇▇▇▇▇ shall provide such evidence of title as is required to be given by ▇▇▇▇▇▇▇▇. From and after the date of such execution and delivery of title to the aircraft, this option shall be null and void and the rights of the parties shall be governed by the terms of such agreement.

Exercise Closing. (a) The Option may be exercised at any time during its term by written notice to Vendor.

Exercise Closing. (a) Grantee or any other person that shall become a holder of the Option in accordance with the terms of this Agreement (such person being referred to herein as the "Holder") may exercise the Option, in whole only, if, but only if, the Termination Amount provided for in Section 8.3 of the Merger Agreement has become payable (a "Triggering Event") and notice of such exercise is received prior to the occurrence of an Exercise Termination Event (as hereinafter defined); provided, however, that a Triggering Event will be deemed to occur if all of the conditions prerequisite to the payment of the Termination Amount pursuant to Section 8.3(a) of the Merger Agreement have been satisfied except for the consummation of the transaction described in such Section 8.3(a). For purposes of clarification, the date of a Triggering Event shall not be the date on which the Termination Amount is paid, but the date on which the Termination Amount becomes payable. (b) Each of the following shall be an "Exercise Termination Event":

Exercise Closing. (a) Grantee and/or any other person that shall become a holder of all or part of the Option in accordance with the terms of this Agreement (each such person being referred to herein as the "Holder") may exercise the Option, in whole or part, if, but only if, both an Initial Triggering Event (as defined below) and a Subsequent Triggering Event (as defined below) shall have occurred prior to the occurrence of an Exercise Termination Event (as defined below), provided that the Holder shall have sent written notice of such exercise (as provided in subsection (f) of this Section 2) within 180 days following such Subsequent Triggering Event (or such later period as provided in Section 10). (b) Each of the following shall be an "Exercise Termination Event": (i) the Effective Time (as defined in the Merger Agreement); (ii) termination of the Merger Agreement in accordance with the provisions of Section 8.01(a), 8.01(d)(i), 8.01(d)(ii) or 8.01(d)(iii) of the Merger Agreement, or termination of the Merger Agreement by the Issuer in accordance with the provisions of Section 8.01(b) thereof, or termination of the Merger Agreement by the Grantee in accordance with the provisions of Section 8.01(b) thereof by reason solely of non-willful breaches of representations warranties or covenants by the Issuer, or termination of the Merger Agreement by the Grantee in accordance with the provisions of Section 8.01(c); (iii) termination of the Merger Agreement by the Issuer in accordance with the provisions of Section 8.01(c), or termination of the Merger Agreement pursuant to Section 8.01(d)(iv) thereof, or termination of the Merger Agreement by the Grantee in accordance with the provisions of Section 8.01(b) thereof under circumstances where clause (ii) above is inapplicable, in each case only if such termination occurs prior to the occurrence of an Initial Triggering Event; (iv) the passage of 12 months (or such later period as provided in Section 10) after termination of the Merger Agreement other than as set forth in clauses (ii) and (iii) above; or (v) the receipt by Grantee (pursuant to its request) of the Termination Fee.

Exercise Closing