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
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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▇▇▇▇, ▇▇ in 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 thethe consents necessary for the transfer of the UKDS Option Shares have been obtained the Closing shall proceed with respect to the transfer of said UKDS Option Shares (assuming the other conditions to the transfer of said UKDS Option Shares shall have been satisfied) and it being understood that once the consents necessary for the transfer of the CCA Australia Option Shares have been obtained, the Closing shall proceed with respect to the transfer of said CCA Option Australia Shares (assuming the other conditions to the transfer of said CCA Australia Option Shares shall have been satisfied), and if at any time the third parties and governmental consents for the transfer of all the Option Shares have been obtained and all other conditions have been satisfied, then the Closing shall occur with respect to the transfer of all the UKDS Option Shares and CCA Australia Option Shares. In the event that Sodexho for some reason does not purchase the Transferred UKDS Shares by the termination date set forth in the Stock Acquisition Agreement, provisions in this Agreement regarding the UKDS Option and the UKDS Option Shares shall be disregarded and of no effect. In the event that Sodexho for some reason does not purchase the Transferred CCA Australia Shares by the termination date set forth in the Stock Acquisition Agreement, provisions in this Agreement regarding the CCA Australia Option and the CCA Australia Option Shares shall be disregarded and of no effect.
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