CLOSING UPON EXERCISE Clause Samples

CLOSING UPON EXERCISE. (a) The closing of the purchase upon exercise of the Primary Option shall be held at the offices of HI in Memphis, Tennessee thirty (30) days after notice of exercise is given, or at such other place or such other time (no later than sixty (60) days after notice of exercise) as HI and the Primary Option Committee shall select. (b) At such closing each holder of the Primary Option Shares shall deliver a certificate or certificates representing the Primary Option Shares duly endorsed for transfer to TRC together with full warranties of title and a written representation that such holder owns such Primary Option Shares free and clear of any liens, claims, or encumbrances except as may be created by this Agreement. (c) At such closing the seller(s) of the Primary Option Shares shall receive the Primary Option Price in immediately available funds. (d) If the Primary Option is exercised and is not closed as provided in this Section 3.6, then the holders of the Class S Stock and Class B Stock (proportionate to Common Stock ownership) shall reimburse TRC and the holders of the Class H Stock for all reasonable expenses incurred by them as a result of such exercise of the Primary Option.