The Option Closing Clause Samples

The Option Closing. The purchase of the Option Shares pursuant to the Option shall take place at a closing (the "Option Closing" and each of the First Closing and the Option Closing is referred to individually as a "Closing") to be held at the offices of Shearman & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M. New York time on the tenth Business Day after the Exercise Date or at such other place or at such other time or on such other date as the Company and the Purchaser may mutually agree upon in writing (the day on which the Option Closing takes place being the "Option Closing Date" and each of the First Closing Date and the Option Closing Date being referred to individually as a "Closing Date").

The Option Closing. (a) The Option Closing shall occur within ten (10) business days after the Notice Date; provided that (i) to the extent necessary, with respect to the exercise of the Option, any applicable waiting periods (and any extension thereof) under the HSR Act shall have expired or been terminated and (ii) no preliminary or permanent injunction or other final non-appealable order, decree or ruling issued by any Governmental Authority preventing or prohibiting the exercise of the Option or the delivery of Shares subject to the Option shall be in effect. (a) At the Option Closing, each Stockholder will deliver good and valid title to such Stockholder’s Shares, subject to Section 3.01, free and clear of any Liens, other than pursuant to this Agreement. Upon delivery of each Stockholder’s Shares and payment of the Aggregate Exercise Price contemplated herein, Parent will receive good, valid and marketable title to such Stockholder’s Shares, subject to Section 3.01, free and clear of any Liens.

The Option Closing. (a) Subject to the satisfaction of the conditions set forth in Article VI, the closing of the purchase of the Option Shares (the "Option Closing") shall occur at 10:00 a.m. local time on the date set forth in the Exercise Notice or at such other time as the parties hereto shall mutually agree (the "Option Closing Date"). The Option Closing shall occur at the offices of the Company's counsel or at such other location as the parties hereto shall mutually agree. (b) On the Option Closing Date, the Company shall deliver to Holder a certificate for the Option Shares so purchased, free and clear of all Liens, other than the restrictions imposed by the Company's Stockholders Agreement, dated as of October 11, 2000, as the same may be amended in accordance with its terms (the "Stockholders Agreement") and restrictions on transfer arising under federal and state securities laws. Holder acknowledges that any Option Shares acquired shall be subject to the restrictions of the Stockholders Agreement. (c) On the Option Closing Date, Holder shall deliver to the Company, by wire transfer of immediately available funds, an amount equal to product of the number of Option Shares purchased and the Per Share Exercise Price.

The Option Closing. At the Option Closing S▇▇▇▇▇ shall deliver to TBC Global stock certificates and certificates for membership interests, which together will represent all of the Optioned GameCo. Equity, duly endorsed for transfer or accompanied by stock powers or other like powers duly executed in the name of “TBC Global News Network, Inc.” or such other name as it shall then be operating under.

The Option Closing. 5.9.1 If the Exercise Price is the Fixed Exercise Price, then, on the Option Closing Date: 5.9.1.1 CIA shall pay to USIS and the USIS Partnership (in the event of a purchase of the Newco Shares) or Newco (in the event of a purchase of the Newco Business) the Exercise Price, by wire transfer of immediately available funds to the account specified by USI or Newco, as the case may be, at least three (3) Business Days prior to the Option Closing Date; 5.9.1.2 USI, USIS, the USI Partnership, and/or Newco shall deliver to CIA such documents, instruments, and other items, in form and substance reasonably satisfactory to CIA, as CIA may determine are necessary or appropriate in connection with the transfer to CIA of good title to the Newco Shares or the Newco Business, as the case may be, including without limitation evidence of membership in Newco, bills of sale, assignments, liability assumption agreements, representations and warranties, opinions of counsel, officers' certificates, etc., and items related to the tax deductibility for CIA of the Exercise Price (including any principal and interest under the Loan Agreement applied to the Exercise Price) and any election under Internal Revenue Code Sections 338(h)(10) or 754 or comparable state and local provisions; 5.9.1.3 USI shall deliver to CIA an Indemnity, substantially in the form attached as Exhibit D, pursuant to which USI will indemnify CIA, its designee (if any), and their respective Affiliates for (i) any loss, damage, or expense (including without limitation fees and expenses of legal counsel) arising out of any actual or alleged malfeasance, bad faith, or negligence of USI, Newco, any other USI Affiliate, or any of their respective employees, directors, officers, or agents, in the conduct of Newco's business prior to the Option Closing Date, and (ii) any obligations of Newco, including without limitation obligations for the payment of Taxes, incurred prior to, or arising out of Newco's activities prior to, the Option Closing Date (other than those liabilities reflected on the most recent balance sheet of Newco delivered pursuant to Schedule 8 and incurred in the ordinary course of business in accordance with the Business Plan); 5.9.1.4 USI and Newco shall use their best efforts to deliver to CIA written acknowledgment, from each Carrier and Provider with which Newco has an agreement, that such agreement will continue in force (if the Newco Shares are purchased), or be freely transferred to CIA (if th...

The Option Closing. Subject to adjustment as contemplated by Section 2.4, at each Option Closing, (a) TRDC shall deliver to ▇▇▇▇▇▇ the Note in the aggregate principal amount of the Exercise Price for the Option Shares being purchased and (b) ▇▇▇▇▇▇ will deliver to TRDC a certificate or certificates evidencing the Option Shares acquired in connection therewith.

The Option Closing. The Option Closing shall take place at the offices of ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇, Esq., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other place as the parties may agree. The date of the Option Closing is hereinafter referred to as the "Option Closing Date". At the Option Closing, (a) the Company shall deliver to the Purchaser (1) one or more stock certificates representing four hundred (400) Shares and the Warrant (as defined in Section 316), each registered in the name of the Purchaser, (2) the legal opinion of Gray, Harris & ▇▇▇▇▇▇▇▇, P.A., and (3) all other documents, instruments and writings required to have been delivered at or prior to the Option Closing by the Company to the Purchaser pursuant to this Agreement; and (b) the Purchaser shall deliver to the Company (1) the exercise price of the Option in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Option Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Option Closing by the Purchaser pursuant to this Agreement.

The Option Closing. (a) Any closing of the purchase of the Optioned Rights hereunder (an "Option Closing") shall take place on the same business day that the conditions set forth below have been fulfilled or waived (except those that by their nature are to be satisfied or waived at the Option Closing, but subject to the fulfillment or waiver of such conditions) at 10:00 A.M., local time, at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, or at such other time and place as the parties hereto may agree (the "Option Closing Date"). (b) At the Option Closing, each Senior Lender will deliver to the Exercising Optionee satisfactory evidence that its Optioned Rights have been transferred, free and clear of any Encumbrances (as defined below). Each Senior Lender's execution and delivery of an Assignment and Acceptance Agreement, in the form specified in Schedule 11.3(b) of the Existing Senior Credit Facility, shall in all events constitute satisfactory evidence of such transfer. At the Option Closing, such Exercising Optionee will purchase such Optioned Rights from each Senior Lender by paying the Exercise Price to each Senior Lender in U.S. dollars, by wire transfer of immediately available funds. (c) At the Option Closing, (i) the Company shall cause to be deposited with the Issuing Lender cash collateral in the amount equal to 105% of the outstanding face amount of any Letters of Credit, and (ii) upon the Issuing Lender's receipt of such cash collateral, the Lenders shall be released of their obligations under the Existing Senior Credit Facility with respect to funding draws on the Letters of Credit. The Issuing Lender shall hold such cash collateral, for the ratable benefit of the Lenders, in a segregated interest-bearing deposit account, to secure the LOC Obligations in respect of any drawings under all then outstanding Letters of Credit, the Letter of Credit Fees and the Issuing Lender fees. Upon any drawing under any Letter of Credit, the Issuing Lender shall be authorized to debit the cash collateral account in the full amount of such drawing plus the amount of any applicable commissions or other standard charges of the Issuing Lender in relation to such drawing. Upon the Company's full satisfaction of the LOC Obligations, in a manner and to the extent reasonably satisfactory to the Issuing Lender, the Issuing Lender shall remit to the Company the remaining balance in the cash collateral account. (d) At Option Closing, the Senior Agent shall...