Exercise of Option; Closing Clause Samples
The 'Exercise of Option; Closing' clause defines the process by which a party may formally exercise a contractual option and the subsequent steps required to complete the transaction. Typically, this clause outlines the method and timing for providing notice of exercise, any conditions that must be satisfied before closing, and the logistics of the closing itself, such as the exchange of documents and payment. Its core practical function is to ensure both parties understand the procedural requirements and timeline for exercising the option and finalizing the deal, thereby reducing uncertainty and potential disputes.
Exercise of Option; Closing. The Holder may, at any time or from time --------------------------- to time prior to the Expiration Date, exercise the Option by delivering to the Company a written notice (an "Exercise Notice") to such effect specifying the number of shares of Common Stock and/or preferred stock of the Company that the Holder has determined to purchase. Except to the extent that the parties may otherwise agree, the closing of the purchase and sale of the shares specified in any Exercise Notice shall occur at the principal executive offices of the Company on the third business day following the date on which such Exercise Notice is delivered to the Company, or such other day as agreed upon by the Company and the Holder. At closing, the Holder shall deliver to the Company the purchase price in immediately available funds, and the Company shall deliver to the Holder one or more certificates representing the shares specified in the Exercise Notice, registered in the name of the Holder, against delivery by the Holder to the Company of the aggregate purchase price therefor. Notwithstanding anything to the contrary herein contained, in the event that any shares of Common Stock are issued upon the exercise of any option granted under the Plan (the "Plan Option") and such issuance would otherwise prevent the Holder from continuing to include the Company in the Holder's consolidated federal income tax return, the Option shall automatically be deemed to have been exercised in respect to a number of shares of Common Stock equal to four times the number of shares of Common Stock issued upon the exercise of the Plan Option (unless the Holder shall have theretofore notified the Company in writing that the Holder shall have terminated the foregoing automatic exercise feature of the Option), and the closing of the purchase and sale of the shares of Common Stock subject to such automatic exercise of the Option (the "Automatic Exercise Shares") shall occur (or shall be deemed to have occurred) concurrently with the issuance of shares of Common Stock pursuant to the Plan Option. In the event that it shall have been impractical to effect the deliveries contemplated by the second preceding sentence at the time that the closing of the purchase and sale of the Automatic Exercise Shares shall have been deemed to have occurred, such deliveries shall be made as promptly as practicable thereafter; provided, -------- however, that such Automatic Exercise Shares shall nonetheless be deemed to have --...
Exercise of Option; Closing. The option granted herein shall be exercised by written notice of exercise of option addressed and mailed by regular mail or personal, postage prepaid, or by personal delivery, to Optionor prior to the expiration of the Option Period.
Exercise of Option; Closing. T▇▇▇▇▇’s election to exercise this Option must be evidenced by notice pursuant to the Section of the Lease captioned “Notices” (“Tenant’s Exercise Notice”). The Closing shall take place within thirty (30) days of the date of T▇▇▇▇▇’s Exercise Notice (“Closing”).
Exercise of Option; Closing. Provided no Event of Default exists on the Call Exercise Date or the Closing Date, Tenant [AND GUARANTOR JOINTLY (COLLECTIVELY,] ("OPTIONEE") shall have the option to purchase all, but not less than all, of the Premises on an aggregate basis by giving Landlord written notice thereof (the "CALL EXERCISE NOTICE") on a date (the "CALL EXERCISE DATE") that is at least thirty (30) days but no more than sixty (60) days prior to the tenth (10th) anniversary of the Effective Date. The purchase price (the "PURCHASE PRICE") shall be equal to the product of (x) the amount of Landlord's Investment on the Closing Date multiplied by (y) the Initial Term Applicable Rate to be in effect for the eleventh (11th) Lease Year, divided by (z) nine percent (.
Exercise of Option; Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Addendum by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, 1,200,000 Shares pursuant to Section 4.15 of the Agreement, at the revised Per Share Purchase Price of $0.40 per Share. The Purchaser shall deliver to the Company, via wire transfer purchase proceeds equal to $480,000 (the “Subscription Amount”), and the Company shall deliver to the Purchaser its Shares. The Company and the Purchaser shall deliver the other items set forth in Section 2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Section 2, the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree.
Exercise of Option; Closing. Subject to the terms and conditions of this Agreement, the UKDS Option shall be exercised by JJFMS with respect to all, but not less than all, of the UKDS Option Shares and the CCA Australia Option shall be exercised by JJFMS with respect to all, but not less than all, of the CCA Australia Option Shares, by giving notice of exercise to Sodexho in accordance with Section 9 of this Agreement. Delivery of the UKDS Option Shares and the CCA Australia Option Shares and payment therefor (each, a "Closing") shall take place at the offices of Ropes & Gray, ▇▇ Boston, Massachusetts, at 10:00 a.m., Boston, Massachusetts time, on the tenth Business Day, as hereinafter defined, following the date such notice of exercise is given, or at such other date, time, and/or place as JJFMS and Sodexho may mutually agree. As used in this Agreement, "Business Day" means any Monday, Tuesday, Wednesday, Thursday, or Friday on which banking institutions in the City of Boston, Massachusetts are not authorized or obligated by law or executive order to close. Notwithstanding any other provision of this Agreement, the UKDS Option and the CCA Australia Option must be exercised and paid for together, and neither one may be exercised without the exercise of the other option at the same time. It is understood with respect to the Closing following any exercise of both the UKDS Option and the CCA Australia Option, that copies of all consents of third parties and governmental bodies and agencies necessary for the transfer of the UKDS Option Shares and all such consents necessary for the transfer of the CCA Australia Option Shares shall have been furnished to JJFMS, it being understood that once the
Exercise of Option; Closing. Subject to the terms and conditions of this Agreement, the Option shall be exercised by Sodexho with respect to all, but not less than all, of the Shares by giving notice of exercise to CCA or CCAUK in accordance with Section 9 of this Agreement. Delivery of the Shares and payment therefor (the "Closing") shall take place at the offices of CCA, Nashville, Tennessee, at 10:00 a.m., Nashville, Tennessee time, on the tenth Business Day, as hereinafter defined, following the date such notice of exercise is given, or at such other date, time, and/or place as CCAUK and Sodexho may mutually agree. As used in this Agreement, "Business Day" means any Monday, Tuesday, Wednesday, Thursday, or Friday on which banking institutions in the City of Nashville, Tennessee are not authorized or obligated by law or executive order to close.
Exercise of Option; Closing. At any time during the Option Period, Lessee may exercise this Option to Purchase by giving Lessor not less than 30 and not more than 180 days’ notice of intent to exercise the Option. In the event Lessee exercises the Option to Purchase, the Closing shall occur not more than one hundred eighty (180) days following the date of such notice. In the event the Closing occurs following the expiration of the Lease, then, the Lease term shall be extended for the period from the expiration of the Lease until Closing, and Lessee shall pay to Lessor an additional sum equal to the pro-rata monthly amount of Net Rent last then due, from the expiration of the Lease until Closing.
Exercise of Option; Closing. Distributor may exercise this Option at any time during the term of this Agreement by delivering to Seller a written notice (the "Exercise Notice") of Distributor's intent to exercise the Option. Upon receipt of the Exercise Notice, Seller shall promptly deliver to Distributor an itemized statement detailing the actual cost of the Assets. The closing of the purchase and sale of the Assets shall take 3 place at a mutually agreed upon time and place, provided, however, that the closing of the Option shall take place no later than 30 days from the date of the Exercise Notice.
Exercise of Option; Closing. 3.1. In the event the Option is exercised as provided in Section 2, then the closing of the sale of Formula shares under the Option shall occur simultaneously with or within two business days after the closing of the Emblaze Transaction (the "Option Closing").
3.2. At the Option Closing, the following transactions shall occur and the following documents shall be delivered, which transactions shall be deemed to take place and documents shall be deemed to have been executed simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
(a) B▇▇▇▇▇▇▇▇ shall deliver to the Company the Option Shares, or deliver to the Company a written confirmation from his bank or broker, that the Option Shares have been irrevocably transferred in an “off-market” transaction, to the Company's account, which details shall be provided to B▇▇▇▇▇▇▇▇ promptly after he delivers the notice under Section 2.
(b) The Company shall deliver to B▇▇▇▇▇▇▇▇'▇ bank account (the details of which shall be set forth in the notice provided under Section 2 above), the aggregate consideration for the Option Shares (an amount of $2,828,647.8) (the "Consideration").