Option Closing Clause Samples

Option Closing. (a) Between March 1, 2017 and December 31, 2017 (the “Option Period”), the Company shall have the option (the “Option”), in its sole discretion, to borrow the Option Consideration from the Lenders in accordance with Section 2.1(b) and the other terms and conditions of this Agreement; provided, however, that the Option and Option Period shall automatically terminate effective immediately upon conversion of the then outstanding principal and unpaid accrued interest on the Notes into Conversion Shares in accordance with Section 2.2 or any other conversion of the then outstanding principal and unpaid accrued interest on the Notes into Equity Securities (any such event, an “Option Termination Event”). Upon the occurrence of an Option Termination Event, the Option shall be of no further force and effect, the Lenders shall have no further obligations to the Company with respect to the Option Consideration, and the Company shall have no further obligations to the Lenders with respect to the Option Closing. (b) If an Option Termination Event has not occurred, the Company may exercise the Option any time during the Option Period by delivering to each Lender written notice (the “Option Closing Notice”) of such election at least ten Business Days prior to the contemplated closing of the payment of the Option Consideration by each Lender in exchange for delivery by the Company to each such Lender of an updated Payment Grid pursuant to Section 2.1(b) and this Section 3.2 (the “Option Closing”). The Option Closing Notice shall include (i) notice of the Company’s election to exercise the Option, (ii) a request for payment of the Option Consideration and (iii) wire instructions for the bank account to which the Option Consideration should be transferred. The Option Closing Notice shall be accompanied by resolutions of the Company’s Board of Directors authorizing and approving, as applicable, the borrowing of the Option Consideration and updating of each Lender’s Payment Grid to reflect the Lenders’ payment of their respective Initial Consideration and Option Consideration. Notwithstanding the foregoing, if an Option Termination Event occurs following the delivery of the Option Closing Notice but prior to the Option Closing, the Lenders shall have no further obligations to the Company with respect to the Option Consideration. (c) The Option Closing shall take place remotely via teleconference, e-mail or likewise on the tenth Business Day following the date of receipt by the...

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. (A) In addition, upon written notice from the Representative given to the Company from time to time not more than 45 days subsequent to the date of the Final Prospectus (the “Option Notice”), the Underwriters may purchase all or less than all of the Option Securities at the purchase price per share to be paid for the Firm Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase on each Option Closing Date the number of shares of shares of Option Securities specified in the Option Notice, and the Company agrees to issue to the Representative on each Option Closing Date a Representative’s Warrant exercisable for an aggregate number of Offered Securities equal to two and one-half percent (2.5%) of the Option Securities offered at each Option Closing (the “Option Closing Representative’s Warrant”). Such Option Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name (subject to adjustment by the Representative to eliminate fractions). No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. (B) Each time for the delivery of and payment for the Option Securities, being herein referred to as an “Option Closing Date”, which may be the First Closing Date (the First Closing Date and each Option Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representative but shall be not later than five full business days after written notice of election to purchase Option Securities is given. On each Option Closing Date, the Company will deliver the Option Securities being purchased on each Option Closing Date to or as instructed by the Representative for the accounts of the several Underwriters, in a form reasonably acceptable to the Representative against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative draw...

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. 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. 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 Co-Lead Underwriters advise the Company the certificates (in physical or electronic form as the Co-Lead Underwriters may advise in the notice) representing the Additional 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 subsection 6.1(u) 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 by wire transfer the gross proceeds of the sale of the Additional Shares, less (i) the Underwriters' Fee and (ii) if so desired by Co-Lead Underwriters, any costs and expenses owing to the Underwriters pursuant to section 7.2. 11.5 The Company and Underwriters agree that the Over-Allotment 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. 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

Option Closing. The Option shall be exercisable at any time -------------- during the Option Period. The Option shall be exercised by ▇▇▇▇▇' giving written notice (the "Option Exercise Notice") signed by an officer of ▇▇▇▇▇ to ---------------------- Universal. Upon delivery of the Option Exercise Notice, upon the terms and subject to the conditions contained herein (including without limitation Section 4 hereof), ▇▇▇▇▇ shall become obligated to purchase from Universal, and Universal shall become obligated to sell to ▇▇▇▇▇, the Option Stock for cash at the Option Price at the Option Closing. The Option Price (net of the Option Payment) shall be paid by wire transfer to an account specified in writing by Universal, at a closing (the "Option Closing") on the date (the "Option Closing -------------- -------------- Date") specified in the Option Exercise Notice (which date shall be within the ---- Option Period and no later than five (5) days after the date of the Option Exercise Notice), or such later date as may be required to comply with the HSR Act (as defined below), but in no event shall the Option Closing occur after December 31, 1999. In the event that the Option has been exercised, but the Option Closing has not occurred on or before the Option Period because the condition set forth in Section 2(c) hereof has not been satisfied then, upon the expiration of the Option Period, ▇▇▇▇▇ shall deposit with an escrow agent the Option Price (net of the Option Payment) to be held in an escrow account until the earlier of (i) the satisfaction of the condition set forth in Section 2(c) hereof and (ii) December 31, 1999, pursuant to written escrow instructions mutually agreed upon by ▇▇▇▇▇ and Universal.