Exercise Option Closing Sample Clauses

Exercise Option Closing. Unless otherwise agreed by the Parties, the closing of the sale of the Underlying Shares pursuant to the Exercise Option shall take place at 1:00 p.m. local time at the registered office of _________ (or such other location as may be agreed by the Parties) on the later of (i) October 31, 2014, (iii) the 20th Business Day after the Price Per Share has been determined pursuant to this Section 5.1 and (iii) the 5th Business Day after the Business Day on which the last of any necessary filings have been made and Approvals has been unconditionally received, which date shall be deemed to be the date of exercise of the Exercise Option by the SPE Shareholders. At the closing of the Exercise Option: (i) the SPE Shareholders, or their designee(s), shall pay (aa) to the Company the Underlying Shares Price in the case of Outstanding Options which had not theretofore been exercised and (bb) to the Optionholders the Underlying Shares Price in the case of that portion of the Underlying Shares represented by Shares previously theretofore received upon exercise of Outstanding Options; (ii) the Company shall pay to each Optionholder, in the case of Outstanding Options which had not theretofore been exercised, by wire transfer of immediately available funds to a bank account designated in writing by such Optionholder at least twenty Business Days before such closing, an amount equal to such Optionholder’s Option Consideration payable pursuant to this Section 5.1; (iii) the Company shall duly issue and allot all the Underlying Shares in respect of Outstanding Options which had not theretofore been exercised[, as set forth on Annexure __,] to the SPE Shareholders and/or their designees and shall deliver to the SPE Shareholders and/or their designees letters of allotment evidencing such issuance and allotment irrevocably instructing each Purchaser’s depository participant to credit such Purchaser’s or its designee’s depository participant account accordingly; (iv) Optionholders who had previously thereto exercised their Outstanding Options shall transfer legal and beneficial ownership of the their Underlying Shares to the SPE Shareholders or their designee(s); (v) each of the Optionholders shall deliver to the SPE Shareholders and/or their designee(s) a certificate representing and warranting that such Optionholder is the legal and beneficial owner of the Underlying Shares being sold thereby and (B) upon issuance of such Underlying Shares to the SPE Shareholders and/or their de...
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Related to Exercise 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.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Exercise of Purchase Option The Purchase Option shall be exercised by written notice to the Management Investor (or his or her heirs, executors, administrators, transferees, successors or assigns, as the case may be) executed by the Company or the Designated Purchaser, as the case may be, given at any time not later than the Option Termination Date. Such notice shall set forth the number and type of Management Securities desired to be purchased and shall set forth a time and place of closing which shall be no earlier than 10 days and no later than 60 days after the date such notice is sent. At such closing, the seller shall deliver, or cause to be delivered, the certificates evidencing the number of Management Securities to be purchased by the Company and/or its Designated Purchaser, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company and/or its Designated Purchaser, as the case may be, good title to such of the Management Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature, other than those imposed under this Agreement, and concurrently with such delivery, the Company and/or its Designated Purchaser, as the case may be, shall deliver to the seller the full amount of the Option Purchase Price (or the portion thereof to be paid by such party) for such Management Securities in cash by certified or bank cashier’s check.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.