NOTICE OF EXERCISE; CLOSING Sample Clauses
The "Notice of Exercise; Closing" clause defines the process by which a party formally notifies the other of its intention to exercise a contractual right, such as an option or purchase right, and sets out the procedures for completing the resulting transaction. Typically, this clause specifies the required form and timing of the notice, the information it must contain, and the steps both parties must follow to finalize the deal, such as scheduling a closing date and exchanging necessary documents or payments. Its core function is to ensure a clear, orderly, and enforceable process for exercising rights and completing transactions, thereby reducing the risk of misunderstandings or disputes.
NOTICE OF EXERCISE; CLOSING. In the event Grantee is entitled to and wishes to exercise the Option, it shall send to Issuer a written notice (the date of which being herein referred to as the "NOTICE DATE") specifying (i) the total number of shares it will purchase pursuant to such exercise and (ii) a place and date not earlier than three business days nor later than 60 business days from the Notice Date for the closing of such purchase (the "CLOSING DATE"); PROVIDED, that if the closing of the purchase and sale pursuant to the Option (the "CLOSING") cannot be consummated, in the reasonable opinion of Grantee, by reason of any applicable judgment, decree, order, law or regulation, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated; and PROVIDED FURTHER, without limiting the foregoing, that if, in the reasonable opinion of Grantee, prior notification to or approval of any regulatory agency is required in connection with such purchase, Grantee shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed. Any exercise of the Option shall be deemed to occur on the Notice Date relating thereto. Notwithstanding this subsection (e), in no event shall any Closing Date be more than 18 months after the related Notice Date, and if the Closing Date shall not have occurred within 18 months after the related Notice Date due to the failure to obtain any such required approval, the exercise of the Option effected on the Notice Date shall be deemed to have expired. In the event (x) Grantee receives official notice that an approval of any regulatory authority required for the purchase of Option Shares (as hereinafter defined) would not be issued or granted, (y) a Closing Date shall not have occurred within 18 months after the related Notice Date due to the failure to obtain any such required approval or (z) Grantee shall have the right pursuant to the last sentence of Section 8 (or Section 10) to exercise the Option (or Substitute Option), Grantee shall nevertheless be entitled to exercise its right as set forth in Section 8 and Grantee shall be entitled to e...
NOTICE OF EXERCISE; CLOSING. If the Management Stockholder desires to exercise its right to sell shares of Company Stock pursuant to its rights under this Section 6.3, then the applicable Management Stockholder shall, not later than the expiration date of the seventy-five (75) day put period referred to in Section 6.3 (a) above (as it may be extended pursuant to the provisions of Section 6.4), send written notice of its intention to sell all of the shares of Company Stock held by such Management Stockholder and his or her Permitted Transferees pursuant to this Section 6.3. Subject in each case to the provisions of Section 6.4, the closing of the purchase shall take place at the principal office of the Company ten (10) days following the giving of such notice or as soon thereafter as practicable but in no event later than twenty (20) days after the giving of such notice. The purchase price shall be paid in accordance with Section 6.5.
NOTICE OF EXERCISE; CLOSING. (i) If the Company (or its designee) desires to exercise its option to purchase shares of Company Stock pursuant to its rights under this Section 6.1, the Company (or its designee) shall, not later than the expiration date of the 120-day call period referred to in clauses (a)(i), (b)(i), (c) and (d) above (as it may be extended pursuant to the provisions of Section 6.3 hereof), send written notice of its intention to purchase all of the shares of Company Stock held by such Management Shareholder and his or her Permitted Transferees pursuant to this Section 6.1. Subject in each case to the provisions of Section 6.3 hereof, the closing of the purchase shall take place at the principal office of the Company on the tenth day following the giving of such notice or as soon thereafter as practicable but in no event later than twenty days after the giving of such notice. The purchase price shall be paid in accordance with Section 6.4 hereof.
(ii) Each Management Shareholder (and the Permitted Transferees thereof) which desires to sell all of its shares of Company Stock pursuant to its rights under this Section 6.1 shall, not later than the expiration date of the 90-day put period referred to in clauses (a)(ii) and (b)(ii) above, send a written, irrevocable notice of its intention to sell all of its shares of Company Stock pursuant to this Section 6.1. Subject in each case to the provisions of Section 6.3 hereof, the closing of the purchase shall take place at the principal office of the Company as soon as practicable thereafter; PROVIDED, HOWEVER, that the closing shall take place no more than 24 180 days from the date of the event giving rise to the Company's rights hereunder; PROVIDED, FURTHER, notwithstanding the above, the Company shall not be obligated to close prior to 120 days after the giving of such notice. The purchase price shall be paid in accordance with Section 6.4 hereof.
NOTICE OF EXERCISE; CLOSING. If the Company (or its designee) desires to exercise its right to purchase shares of Company Stock pursuant to its rights under this Section 6.1, the Company (or its designee) shall, not later than the expiration date of the seventy-five (75) day call period referred to in Section 6.1 (a) and
NOTICE OF EXERCISE; CLOSING. In the event that Grantee is entitled to and desires to exercise the Option, it shall send to the Company a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date") indicating that Grantor is exercising the Option and specifying (i) the total number of Option Shares that it will purchase pursuant to such exercise, (ii) whether the Option Price will be paid in cash or by surrender of a portion of the Option and (iii) a place and date not earlier than three (3) Business Days and not later than ten (10) Business Days from the Notice Date for the closing of such purchase (the "Option Closing Date"); provided, that if the closing of the purchase and sale pursuant to the Option (the "Option Closing") cannot be consummated, by reason of any applicable Order, the period of time that otherwise would run pursuant to this Section shall run instead from the date on which such restriction on consummation has expired or been terminated; and provided further, without limiting the foregoing, that if, in the reasonable opinion of Grantee, prior notification to or approval of any regulatory agency is required in connection with such purchase, the Company or Grantee, as the case may be, shall promptly file the required notice or application for approval and shall expeditiously process the same and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which any required notification periods have expired or been terminated or such approvals have been obtained and any requisite waiting period or periods shall have passed.
NOTICE OF EXERCISE; CLOSING. In the event that Four Seasons is entitled to and desires to exercise the Option, it shall send to Omega a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date'") indicating that Four Seasons is exercising the Option and specifying (i) the total number of Option Shares that it will purchase pursuant to such exercise and (ii) a place and date not earlier than one (1) Business Day and not later than five (5) Business Days from the Notice Date for the closing of such purchase (the "Option Closing Date").
NOTICE OF EXERCISE; CLOSING. In the event that CalWest is entitled to and desires to exercise the Option, it shall send to Cabot a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date") indicating that CalWest is exercising the Option and specifying (i) the total number of Option Shares that it will purchase pursuant to such exercise and (ii) a place and date not earlier than one (1) Business Day and not later than five (5) Business Days from the Notice Date for the closing of such purchase (the "Option Closing Date").
NOTICE OF EXERCISE; CLOSING. (i) Toro Sub shall exercise the End of Term Option, if at all, by giving written notice to such effect to TCFIF Sub either (i) during the 31-day period commencing October 1, 2013, or (ii) during the 31-day period commencing on the date which is thirteen (13) months prior to the end of each Additional Period; provided, however, if TCFIF Sub gives notice of its election not to renew the term of the Company pursuant to Section 1.04, Toro Sub shall have ninety (90) days after receipt of such notice within which to exercise the End of Term Option.
(ii) Toro Sub shall exercise the Termination Event Option, if at all, by giving written notice to such effect to TCFIF Sub at the time of the events giving rise to the applicable termination event, or as soon as reasonably practicable thereafter. Upon Toro Sub’s delivery of such notice, no Termination Event (as hereinafter defined) shall have occurred, no Termination Payment (as hereinafter defined) shall be payable and the Members shall cooperate to effect an orderly transfer of the Shares to Toro Sub (including causing the Credit Agreement to continue through the Closing Date) and to consummate the closing on the Closing Date; provided, that if the closing is not consummated for any reason, then such Termination Event shall be deemed to have occurred and the related Termination Payment, if any, shall be due.
(iii) Contemporaneously with the closing on the Closing Date, Toro Sub shall cause the Company to repay to TCFIF all indebtedness under the Credit Agreement.
NOTICE OF EXERCISE; CLOSING. In order to exercise the Class A Option, a Class A Optionholder must give written notice ( a "NOTICE OF EXERCISE") to the Ligg▇▇▇ ▇▇▇ties reciting its intention to exercise the Class A Option and setting forth the time and place of the closing (the "CLOSING"); PROVIDED that the date of the Closing set forth in such Notice of Exercise may not be more than 83 days from the date thereof. At the Closing, the events set forth in Section 2.7 of the LLC Agreement shall also occur or have occurred. Notwithstanding the foregoing and for the avoidance of doubt the failure of any such event to occur is not a condition to the Closing unless set forth in Article VII or Article VIII hereof."
3. The foregoing amendments to paragraph (a) of Section 2.2 and to Section 2.5 of the Class A Option Agreement are, and shall be deemed for all purposes to be, effective on the date hereof.
4. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
5. Except as expressly amended hereby, the Class A Option Agreement shall continue in full force and effect in accordance with the provisions thereof.
6. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
NOTICE OF EXERCISE; CLOSING. In order to exercise the Class A Option, a Class A Optionholder must give written notice (A "NOTICE OF EXERCISE") to the Ligg▇▇▇ ▇▇▇ties reciting its intention to exercise the Class A Option and setting forth the time and place of the closing (the "CLOSING"); PROVIDED that the date of the Closing set forth in such Notice of Exercise may not be more than 90 days from the date thereof. At the Closing, the events set forth in Section 2.7 of the LLC Agreement shall also occur or have occurred. Notwithstanding the foregoing and for the avoidance of doubt the failure of any such event to occur is not a condition to the Closing unless set forth in Article VII or Article VIII hereof.