Exercise and Closing. This Option shall be exercisable by written notice to the Company at its principal executive offices, addressed to the attention of its Chief Financial Officer, at any time and from time to time during the term of this Option as set forth herein, for any or all of the aggregate number of shares covered by this Option. No fraction of a share of the Stock shall be issued by the Company upon any exercise of this Option. Multiple exercises of this Option shall be permitted so long as the total number of shares of the Stock purchased pursuant to this Option does not exceed in the aggregate the total number of shares as to which this Option is exercisable as set forth in Paragraph 1 hereof. Closing of the purchase of the shares of the Stock as to which this Option may be exercised shall take place in the offices of the Company on or before thirty (30) days following the receipt by the Company of the written notice of exercise by Optionee. The Purchase Price multiplied by the number of shares as to which this Option is exercised shall be paid in full to the Company at the time of such closing in cash (including check, bank draft, or money order payable to the order of the Company).
Exercise and Closing. This Option shall be exercisable by written -------------------- notice addressed to the Company at its executive offices, provided, however, that no exercise shall be permitted unless the dollar value of the purchase exceeds one thousand ($1,000.00) dollars or the exercise exhausts the Stock subject to the Option. No fraction of a share of the Stock shall be transferred by the Company upon any exercise of this option. Closing of the purchase of the shares of the stock as to which this Option may be exercised shall take place in the offices of the Company on or before thirty days following the receipt by the Company of the written notice of exercise by Optionee. The Purchase Price multiplied by the number of shares as to which this Option is exercised shall be paid in full to the Company at the time of such closing in cash (including check, bank draft, or money order payable to the order of the Company).
Exercise and Closing. Subject to such further limitations as are provided herein, the Option to Purchase shall become exercisable in three (3) installments, the Optionee having the right hereunder to purchase from ScanSource the following number of Option Shares upon exercise of the Option, on and after the following dates, in cumulative fashion:
Exercise and Closing. If the Buyer desires to exercise its right to purchase all of the Offered Interest as contemplated by Section 10(b), it will give notice of exercise (the “ROFR Exercise Notice”) to the Seller within 30 Business Days of having been given the Notice of Offer. The giving of the ROFR Exercise Notice shall constitute a legally binding agreement between the Buyer and the relevant Seller Entity for the sale by such Seller Entity to the Buyer of the Offered Interest in accordance with the terms set out in the Third Party Offer, which sale transaction will be completed (subject to entry into a royalty or stream agreement reflecting the Offered Interest and such other customary industry terms in form and substance satisfactory to the Buyer) on the date therein provided (or on such other date as the Buyer and such Seller Entity may agree) by delivery of the Offered Interest (including such agreement referred to above) by such Seller Entity to the Buyer with title, free and clear of all Encumbrances arising on or after the date such Seller Entity received such Third Party Offer, against payment by the Buyer to such Seller Entity of the cash consideration by bank wire transfer to the account designated by such Seller Entity. If, at the time of completion, any portion of the Offered Interest is subject to any Encumbrance arising on or after the date such Seller Entity received such Third Party Offer, the Buyer will be entitled to deduct from the purchase money to be paid to such Seller Entity the amount required to discharge such Encumbrance and will apply such amount to discharge such Encumbrance, on behalf of such Seller Entity.
Exercise and Closing. Each non-offering Stockholder shall have the right (the “Right of First Offer”), but not the obligation, to offer to purchase all (but not less than all) of the Offered Stock. The non-offering Stockholders shall have a period of ten (10) business days from the day that the Proposed Transfer Notice is received (the “Stockholder Notice Period”) to irrevocably and unconditionally elect to exercise his, her or its Right of First Offer to purchase all (but not less than all) of the Offered Stock at the ROFO Price, payable in cash at closing, by delivering to the applicable offering Stockholder(s) a written notice of such election (the “ROFO Notice”). In the event that more than one non-offering Stockholder so exercises its right to purchase, the Offered Stock shall be allocated to each such non-offering Stockholders on a pro rata basis in accordance with the non-offering Stockholder’s Shares as a percentage of all issued and outstanding Shares of all non-offering Stockholders submitting a ROFO Notice. Each Stockholder who delivers a ROFO Notice shall be deemed to have waived any rights that such Stockholder may have pursuant to Section 4.2 of this Agreement. The closing of any such purchase and sale shall take place within fifteen (15) days following the expiration of the applicable Stockholder Notice Period. At such closing, the offering Stockholder shall deliver certificates to the Stockholders exercising their Right of First Offer, stock powers and any other documents and instruments reasonably requested by the Stockholders exercising their Right of First Offer and the Company to consummate the purchase.
Exercise and Closing. (i) Metaldyne shall exercise the Metaldyne Call Option (provided that the Metaldyne Call Option has not been suspended or terminated pursuant to Section 15.4) by delivering to DaimlerChrysler (as representative of all Class A Unitholders and Class B Unitholders) written notice of the exercise of the Metaldyne Call Option (the "Metaldyne Call Option Notice"). The date on which DaimlerChrysler receives the Metaldyne Call Option Notice shall be referred to as the "Metaldyne Call Option Notice Date".
Exercise and Closing. (i) Metaldyne shall exercise the Metaldyne Put Option (provided that the Metaldyne Put Option has not been suspended or terminated pursuant to Section 15.4) by delivering to DaimlerChrysler written notice of the exercise of the Metaldyne Put Option. The closing of the sale of Metaldyne's Class A Units to DaimlerChrysler pursuant to the Metaldyne Put Option (the "Metaldyne Put Option Closing") shall take place at the offices of DaimlerChrysler Corporation, 1000 Chrysler Drive, Auburn Hills, Michigan at 10:00 A.M. (local xxxx) xx xxx xxxxxxx xxxx xxxxxxxxx xx xxxh notice, which closing date shall not be earlier than ten (10) Business Days nor later than twenty (20) Business Days following the date of such notice, or at such other place, time or date as Metaldyne and DaimlerChrysler shall agree.
Exercise and Closing. (i) DaimlerChrysler shall exercise the DaimlerChrysler Call Option by delivering to Metaldyne written notice of the exercise of the DaimlerChrysler Call Option. The closing of the purchase of Metaldyne's Class A Units by DaimlerChrysler pursuant to the DaimlerChrysler Call Option (the "DaimlerChrysler Call Option Closing") shall take place at the offices of DaimlerChrysler Corporation, 1000 Chrysler Drive, Auburn Hills, Michigan at 10:00 A.M. (local xxxx) xx xxx xxxxxxx xxxx xxxxxxxxx xx xxxx notice, which closing date shall not be earlier than ten (10) Business Days nor later than twenty (20) Business Days following the date of such notice, or at such other place, time or date as Metaldyne and DaimlerChrysler shall agree.
Exercise and Closing. The Options shall be exercisable upon receipt of written notice from an Optionee addressed to ScanSource at the notice address set forth hereinbelow. Closings of the purchases of the shares of the Stock as to which the Options may be exercised shall take place in a place or places agreed upon by the parties on or before thirty (30) days following receipt by ScanSource of the written notice of intent to exercise the Options, or at a time thereafter as agreed to by the parties, but in no event later than the respective Termination Date. The applicable purchase price for the Option multiplied by the number of shares as to which the Option is exercised shall be paid in full to ScanSource at the time of each closing in cash or equivalent funds (including check, bank draft, or money order payable to the order of ScanSource), or in a manner as otherwise agreed upon by the parties. On the exercise date or as soon thereafter as is practicable, ScanSource shall cause to be delivered to the Optionee a certificate or certificates for the Option shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as ScanSource may elect) upon full payment for such Option shares. The Optionee shall upon each exercise of a part or all of the Option granted represent and warrant that his purchase of stock pursuant to such Option is for investment only, and not with a view to distribution involving a public offering. The obligation of ScanSource to deliver Stock shall, however, be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. If the Optionee fails to pay for any of the Option shares specified in such notice or fails to accept delivery thereof, the Optionee’s right to purchase such Option shares may be terminated by ScanSource. The date specified in the Optionee’s notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full fo...
Exercise and Closing
