Common use of Option Closing Clause in Contracts

Option Closing. (1) If the Underwriters elect to exercise the Option, the Lead Underwriters, on behalf of the Underwriters, shall provide written notice (the “Exercise Notice”) to the Company not later than the 30th day after the Closing Date, which Exercise Notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such Offered Shares are to be purchased, which may not be earlier than the Closing Date (the “Option Closing Date”). Pursuant to the Exercise Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 17 below, and the Company shall deliver and sell, the number of Option Shares indicated in such notice, in accordance with the provisions of this Underwriting Agreement. (2) The Lead Underwriters, on behalf of the Underwriters, shall deliver the Exercise Notice to the Company at least two Business Days, but not more than five Business Days, prior to the Option Closing Date, provided that if the Closing of the Option is to occur concurrently with the Closing of the issue and sale of the Initial Shares, the Lead Underwriters may deliver the Exercise Notice to the Company not later than 12 noon on the Business Day preceding the Closing Date. The purchase and sale of the Option Shares issuable on exercise of the Option, if required, shall be completed at 8:00 a.m. (Toronto time) on the Option Closing Date at such place as the Underwriters and the Company may agree. (3) The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to Closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Offered Shares pursuant to the exercise of the Option.

Option Closing. (1i) If For the Underwriters elect to exercise purpose of covering any over-allotments in connection with the Option, the Lead Underwriters, on behalf distribution and sale of the UnderwritersFirm Shares as contemplated by the Prospectus, you may purchase all or less than all of the Option Shares. The price per share to be paid for the Option Shares shall provide be the Purchase Price. The Company agrees to sell to you the number of Option Shares specified in the written notice by you described below and you agree to purchase such Option Shares. The option granted hereby may be exercised by you as to all or any part of the Option Shares at any time, and from time to time (but not more than twice), not more than thirty (30) calendar days subsequent to the “Exercise Notice”date of this Agreement. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered to and purchased by you in accordance with this Agreement. The right to purchase the Option Shares or any portion thereof may be surrendered and terminated at any time upon notice by you to the Company. (ii) The option granted hereby may be exercised by you by written notice given to the Company not later than the 30th day after the Closing Date, which Exercise Notice shall specify setting forth the number of Option Shares to be purchased by the Underwriters you and the date on which such Offered and time for delivery of and payment for the Option Shares. Each date and time for delivery of and payment for the Option Shares are to be purchased, (which may be the First Closing Date, but not be earlier than the Closing Date (earlier) is herein called the “Option Closing Date”). Pursuant to the Exercise Notice, the Underwriters ” and shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 17 below, and the Company shall deliver and sell, the number of Option Shares indicated in such notice, in accordance with the provisions of this Underwriting Agreement. no event be earlier than two (2) The Lead Underwriters, on behalf of the Underwriters, shall deliver the Exercise Notice to the Company at least two Business Days, but not more business days nor later than five Business Days, prior to the Option Closing Date, provided that if the Closing of the Option (5) business days after written notice is to occur concurrently with the Closing of the issue and sale of the Initial Shares, the Lead Underwriters may deliver the Exercise Notice to the Company not later than 12 noon on the Business Day preceding the Closing Dategiven. The purchase and sale of the Option Shares issuable on exercise of the Option, if required, shall be completed at 8:00 a.m. (Toronto time) on the Option Closing Date at such place as the Underwriters and the Company may agreeFirst Closing Date are herein called the “Closing Dates”. (3) The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to Closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Offered Shares pursuant to the exercise of the Option.

Option Closing. (1a) If In the Underwriters elect event the Option is exercised in accordance with the terms hereof, subject to exercise the Optionsatisfaction or, if permissible, waiver of the conditions set forth in Sections 9.03 and 9.04 hereof, the Lead UnderwritersOption Closing shall take place at the offices of Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, One Liberty Plaza, New York, New York, at 10:00 a.m., New York City time, on behalf the third Business Day following exercise or deemed exercise, as the case may be, of the UnderwritersOption by delivery of the relevant notice and satisfaction or, shall provide written notice if permissible, waiver, of the conditions set forth in Sections 9.03 and 9.04 hereof, or at such other time and place as the parties may agree (the “Exercise Notice”) to the Company not later than the 30th day after the Closing Date, which Exercise Notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such Offered Shares are to be purchased, which may not be earlier than the Closing Date (the “Option Closing Date”occurs, the "OPTION CLOSING DATE"). Pursuant to In the Exercise Notice, event the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 17 below, and the Company shall deliver and sell, the number of Option Shares indicated in such notice, is exercised or deemed exercised in accordance with the provisions terms hereof, the Company and the Investor shall use their best efforts so as to effect the Option Closing no later than the third Business Day following the date of this Underwriting Agreementdelivery of the relevant notice relating to exercise; PROVIDED, HOWEVER, that if a Mandatory Exercise Notice has been delivered, the Investor shall have right to delay the Option Closing for a period of ten Business Days from the date of delivery of the Mandatory Exercise Notice. (2b) The Lead UnderwritersAt the Option Closing, on behalf of (i) the Underwriters, shall Company will deliver the Exercise Notice to the Company Investor certificates representing the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.02 hereof (registered in the names and in the denominations designated by the Investor at least two Business Days, but not more than five Business Days, Days prior to the Option Closing Date), provided that if the Closing of the Option is to occur concurrently together with the Closing of the issue other documents, certificates and sale of the Initial Sharesopinions to be delivered pursuant to Section 9.03 hereof (including, without limitation, the Lead Underwriters may deliver Company Representation and Warranty Letter), and (ii) the Exercise Notice Investor, in full payment for the shares of Series A Preferred Stock to be purchased by, and sold to, the Investor pursuant to Section 2.02 hereof, will pay to the Company not later than 12 noon on the Business Day preceding the Closing Date. The purchase and sale of an amount equal to the Option Shares issuable on exercise of Purchase Price, against which amount to be paid to the Option, if required, Company any amounts due to the Investor pursuant to Section 11.01(a) hereof or otherwise shall be completed at 8:00 a.m. netted (Toronto time) on PROVIDED, that the Investor shall continue to be entitled to seek reimbursement after the Option Closing Date at such place as the Underwriters for amounts that are properly reimbursable pursuant to Section 11.01(a) hereof), in immediately available funds, and the Company may agree. (3) The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to Closing deliveries) Investor shall apply mutatis mutandis deliver to the Closing of Company the issuance of any Offered Shares other documents and certificates to be delivered pursuant to Section 9.04 hereof (including, without limitation, the exercise of Investor Representation and Warranty Letter). The amount to be paid to the OptionCompany will be paid by wire transfer to First Union National Bank, Macon, Georgia, Acct. Name: Magellan Health Services, Inc., Acct. No.: 2080000077640, ABA No. ▇▇▇▇▇▇▇▇▇, or as otherwise directed by the Company.

Option Closing. (1) If the Underwriters elect to exercise the Option, the Lead UnderwritersDesjardins, on behalf of the Underwriters, shall provide written notice (the “Exercise Notice”) to the Company not later than the 30th day after the Closing Date, which Exercise Notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such Offered Shares are to be purchased, which may not be earlier than the Closing Date (the “Option Closing Date”). Pursuant to the Exercise Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 17 below, and the Company shall deliver and sell, the number of Option Shares indicated in such notice, in accordance with the provisions of this Underwriting Agreement. (2) The Lead UnderwritersDesjardins, on behalf of the Underwriters, shall deliver the Exercise Notice to the Company at least two Business Days, but not more than five Business Days, prior to the Option Closing Date, provided that if the Closing of the Option is to occur concurrently with the Closing of the issue and sale of the Initial Shares, the Lead Underwriters Desjardins may deliver the Exercise Notice to the Company not later than 12 noon (Toronto time) on the Business Day preceding the Closing Date. The purchase and sale of the Option Shares issuable on exercise of the Option, if required, shall be completed at 8:00 a.m. (Toronto time) on the Option Closing Date at such place as the Underwriters and the Company may agree. (3) The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to Closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Offered Shares pursuant to the exercise of the Option.

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 Underwriters advise the Company the certificates (1in physical or electronic form as the 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(w) as the Underwriters may request. 11.4 If the Underwriters elect Company has satisfied all of its obligations under this Agreement that are required to exercise be satisfied before or on the OptionOver-Allotment Closing Date, the Lead Underwriters, on behalf of the Underwriters, Underwriters shall provide written notice (the “Exercise Notice”) pay to the Company not later than by wire transfer the 30th day after aggregate gross proceeds of the sale of the Additional Shares. The Company shall then pay to the Underwriters by wire transfer of immediately available funds, an amount equal to (i) the Underwriters’ Fee and, (ii) any costs and expenses owing to the Underwriter 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, which Exercise Notice shall specify the number of Option Shares to be purchased by the Underwriters and the date on which such Offered Shares are to be purchased, which may not be earlier than the Closing Date (the “Option Closing Date”). Pursuant subject to the Exercise Notice, Company’s prior receipt of the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 17 below, and the Company shall deliver and sell, the number of Option Shares indicated in such notice, notice in accordance with the provisions of this Underwriting Agreement. (2) The Lead Underwriters, on behalf of the Underwriters, shall deliver the Exercise Notice to the Company at least two Business Days, but not more than five Business Days, prior to the Option Closing Date, provided that if the Closing of the Option is to occur concurrently with the Closing of the issue and sale of the Initial Shares, the Lead Underwriters may deliver the Exercise Notice to the Company not later than 12 noon on the Business Day preceding the Closing Date. The purchase and sale of the Option Shares issuable on exercise of the Option, if required, shall be completed at 8:00 a.m. (Toronto time) on the Option Closing Date at such place as the Underwriters and the Company may agree. (3) The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to Closing deliveries) shall apply mutatis mutandis to the Closing of the issuance of any Offered Shares pursuant to the exercise of the Over- Allotment Option.

Option Closing. (1a) If the Underwriters elect to exercise the Option, the Lead UnderwritersUnderwriter, on its own behalf and on behalf of the Underwriters, shall provide written notice (the “Exercise Notice”) to the Company not later than at any time prior to the 30th day after the Closing Date, which Exercise Notice shall specify the number of Option Additional Common Shares to be purchased by the Underwriters and the date on which such Offered Additional Common Shares are to be purchased, which may not be earlier than the Closing Date purchased (the “Option Closing Date”). Pursuant to the Exercise Notice, the Underwriters shall severally, and not jointly, nor jointly and severally, purchase in their respective percentages set out in Section 17 14 below, and the Company shall deliver and sell, the number of Option Additional Common Shares indicated in such notice, in accordance with the provisions of this Underwriting Agreement. (2b) The Lead Underwriters, on behalf of the Underwriters, shall deliver the Exercise Notice to the Company shall be at least two Business Days, but not more than five Business Days, prior to the Option Closing Date, provided that if the Closing of the Option is to occur concurrently with the Closing of the issue and sale of the Initial Shares, the Lead Underwriters may deliver the Exercise Notice to the Company in any event not later than 12 noon on the Business Day preceding 30th day following the Closing Date. The purchase and sale of the Option Additional Common Shares issuable on exercise of under the Option, if required, shall be completed at 8:00 5:00 a.m. (Toronto Vancouver time) on the Option Closing Date at such place as the Underwriters and the Company may agree. (3c) At the closing of the Option, subject to the terms and conditions contained in this Agreement, the Company shall deliver to the Underwriters the Additional Common Shares issuable pursuant to the exercise of the Option, in electronic or certificated form, registered as directed by the Underwriters, against payment to the Company by the Underwriters of the aggregate Offering Price for the Additional Common Shares being issued and sold by wire transfer or certified cheque, net of the Commission and any expenses of the Underwriters payable by the Company as set out in this Agreement. (d) The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 5 relating to Closing closing deliveries) shall apply mutatis mutandis to the Closing closing of the issuance of any Offered Additional Common Shares pursuant to the any exercise of the Option. (e) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Option is exercisable, appropriate adjustments will be made to the Offering Price and to the number of Additional Common Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Option immediately prior to such subdivision, consolidation, reclassification or change.