Option Closing Clause Samples

Option Closing i. At each Option Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b)(ii) and 1(b)(iii) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company 100% of its right, title and interest in and to the number of Purchased Interests determined by multiplying (x) the number of Purchased Interests set forth opposite such Seller’s name on Schedule I hereto under the heading “Option Purchased Interests” (each such share of Common Stock to be sold by such Seller, an “Option Purchased Interest”) by (y) the quotient obtained by dividing (a) the total number of shares of Common Stock to be sold at such Greenshoe Closing (as defined herein) divided by (b) the total number of shares of Common Stock that may be sold pursuant to the exercise of the underwriters’ option to purchase additional shares of Common Stock pursuant to the Underwriting Agreement (the “Greenshoe”), and the Company hereby agrees to purchase such Purchased Interests at a purchase price per Purchased Interest equal to the Per Share Purchase Price. ii. The obligations of the Company to purchase Purchased Interests from any Seller at any Option Closing shall be subject to (x) the closing of the applicable Greenshoe Closing, (y) the representations and warranties of such Seller hereunder being true and correct in all material respects as of such Option Closing and (z) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller pursuant to this Agreement on or prior to the Option Closing. iii. Each closing of the sale of Option Purchased Interests (each, an “Option Closing,” and each Firm Closing or Option Closing, a “Closing”) shall take place immediately following any additional closing of the sale of Common Stock pursuant to the Greenshoe (each, a “Greenshoe Closing”), which Greenshoe Closing may occur on, but not prior to, the same date and time as the initial closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. iv. At each Option Closing, each Seller shall deliver to the Company, or as instructed by the Company, duly executed transfer powers relating to the Option Purchased Interests to be sold by such Seller at such Option Closing, and the Company agrees to deliver to such Seller the Applicable Purchase Price by wire tr...

Option Closing. (a) In the event the Opti▇▇ ▇▇ ▇▇▇rcised in accordance with the terms hereof, subject to the satisfaction or, if permissible, waiver of the conditions set forth in Sections 9.03 and 9.04 hereof, the Option Closing shall take place at the offices of Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York, at 10:00 a.m., ▇▇▇ ▇ork ▇▇▇▇ ▇▇me, on the third Business Day following exercise or deemed exercise, as the case may be, of the Option by delivery of the relevant notice and satisfaction or, if permissible, waiver, of the conditions set forth in Sections 9.03 and 9.04 hereof, or at such other time and place as the parties may agree (the date on which Option Closing occurs, the "Option Closing Date"). In the event the Option is exercised or deemed exercised in accordance with the terms hereof, the Company and the Investor shall use their best efforts so as to effect the Option Closing no later than the third Business Day following the date of delivery of the relevant notice relating to exercise; provided, however, that if a Mandatory Exercise Notice has been delivered, the Investor shall have right to delay the Option Closing for a period of ten Business Days from the date of delivery of the Mandatory Exercise Notice. (b) At the Option Closing, (i) the Company will deliver to the Investor certificates representing the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.02 hereof (registered in the names and in the denominations designated by the Investor at least two Business Days prior to the Option Closing Date), together with the other documents, certificates and opinions to be delivered pursuant to Section 9.03 hereof (including, without limitation, the Company Representation and Warranty Letter), and (ii) the Investor, in full payment for the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.02 hereof, will pay to the Company an amount equal to the Option Purchase Price, against which amount to be paid to the Company any amounts due to the Investor pursuant to Section 11.01(a) hereof or otherwise shall be netted (provided, that the Investor shall continue to be entitled to seek reimbursement after the Option Closing for amounts that are properly reimbursable pursuant to Section 11.01(a) hereof), in immediately available funds, and the Investor shall deliver to the Company the other documents and certificates to be delivered pursuant ...

Option Closing. Pursuant to the terms of the Subscription Agreements, each Purchaser shall have the option (the "OPTION") to purchase the number of shares of Optional Stock set forth therein. The Option may be exercised as to all or any part of the Optional Stock at any time, and from time to time, not more than sixty (60) days subsequent to the date of such Purchaser's Subscription Agreement. No Optional Stock shall be sold and delivered to any Purchaser unless the Firm Stock purchased by such Purchaser at the First Closing shall have been sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by Purchaser to the Company. The Option, if exercised, shall be exercised by written notice (the "OPTION NOTICE") being given to the Company by the Purchaser setting forth the number of Optional Stock to be purchased by such Purchaser. The completion of the purchase and sale of Optional Stock (an "OPTION CLOSING") will occur at a place and time (each, an "OPTION CLOSING DATE", and together with the First Closing Date, the "CLOSING DATES") to be specified by the Company and the Placement Agent, and of which such Purchaser will be notified in advance by the Placement Agent. Each Option Closing shall in no event be earlier than two (2) business days nor later than five (5) business days after written notice is given. At an Option Closing, the Company will cause the transfer agent for the Stock to deliver to the Purchaser by means of electronic book-entry the number of shares of Optional Stock set forth in the Option Notice registered in the name of the Purchaser or, if so indicated on the Stock Certificate Questionnaire attached as Exhibit A to the Subscription Agreement, in the name of a nominee designated by the Purchaser.

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. 11.2 The Option Closing shall occur not more than three business days after the date that the notice of exercise of the Over-Allotment Option has been given in accordance with the terms of the Over-Allotment Option. 11.3 At the Option Closing, the Company shall deliver to the Underwriters such documents set forth in section 6.1(k) except paragraphs (i), (ii), (iii) and (v) , as the Underwriters may request. 11.4 If the Company has satisfied all of its obligations under this Agreement, on the Over-Allotment Closing Date the Underwriters shall pay to the Company the gross proceeds of the sale of the Additional Common Shares, less the Underwriting Fee.

Option Closing. 10.1 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 Agents in such locations that the Lead Agent advises the Company the certificates (in physical or electronic form as the Lead Agent may advise in the notice) representing the Additional Underlying Shares and/or Additional Warrants to be issued at the Option Closing in the names and denominations reasonably requested by the Agents. 10.2 The Option Closing shall occur not more than three business days after the date that the notice of exercise of the Over-Allotment Option has been given in accordance with the terms of the Over- Allotment Option. 10.3 At the Option Closing, the Company shall deliver to the Agent such documents set forth in subsection 6.1(k), as the Agents may request. 10.4 If the Company has satisfied all of its obligations under this Agreement, on the Option Closing Date the Agents shall pay to the Company by wire transfer, certified cheque or bank draft the gross proceeds of the sale of the Additional Units, Additional Underlying Shares and/or Additional Warrants, as the case may be, less (i) the Agents’ Fee and (ii) if so desired by National Bank, any costs and expenses owing to the Agents pursuant to section 7.2. 10.5 The Company and Agents agree that the Option Closing Date may occur on the same date as the Closing Date, subject to the Company’s prior receipt of the notice in accordance with the Over- Allotment Option.

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 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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 Morr▇▇▇▇ & ▇oer▇▇▇▇ LLP, 1290 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. ▇▇mputer 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. RAYM▇▇▇ ▇▇▇E▇ & ▇SSOCIATES JULY___, 1998