Buy-Out Price – Initial Exercise Period Sample Clauses

Buy-Out Price – Initial Exercise Period. (a) If Licensor delivers the Buy-Out Notice to Licensee during the Initial Exercise Period then the Buy Out Price with respect to Licensee’s license rights hereunder relating to the Domestic Territory or the International Territory, as the case may be, shall be equal to the product of (X) the annualized gross revenue earned by Licensee in connection with the sale and distribution of the Products in the Domestic Territory or the International Territory, as the case may be (based on the average gross revenue for the three (3) month period ended as of the last Business Day of the last full month immediately preceding the date of Licensor’s delivery of the Buy-Out Notice (the “Buy-Out Calculation Date”) (“Licensee Annualized Gross Revenue”), multiplied by (Y) a fraction, the numerator of which shall be equal to one-half (1/2) of the enterprise value of Licensor as of the Buy-Out Calculation Date and the denominator of which shall be equal to the aggregate gross revenue of Licensor for the trailing twelve (12) month period ended as of the end of the most recent fiscal quarter of Licensor. Notwithstanding the foregoing, the Buy-Out Price for the Initial Exercise Period shall not be less than an amount equal to the factor of 1.5 multiplied by Licensee Annualized Gross Revenue from the sale and distribution of the Products in the Domestic Territory or the International Territory, or both, as the case may be (the “Minimum Initial Buy-Out Price”).
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Related to Buy-Out Price – Initial Exercise Period

  • Exercise Period This Warrant shall be exercisable, in whole or in part, prior to (or in connection with) the expiration of this Warrant as set forth in Section 8.

  • Extension of Exercise Period Notwithstanding any provisions of paragraphs (a), (b), (c) or (d) of this Section to the contrary, if exercise of the Option following termination of employment during the time period set forth in the applicable paragraph or sale during such period of the Shares acquired on exercise would violate any of the provisions of the federal securities laws (or any Company policy related thereto), the time period to exercise the Option shall be extended until the later of (i) forty-five (45) days after the date that the exercise of the Option or sale of the Shares acquired on exercise would not be a violation of the federal securities laws (or a related Company policy), or (ii) the end of the time period set forth in the applicable paragraph.

  • Option Exercise Period Check One:

  • Exercise Periods 8 SECTION 3.3 Expiration ...................................................... 8 SECTION 3.4

  • Adjustment of Exercise Price and Number of Shares upon Issuance of Common Stock Except as otherwise provided in Paragraphs 4(c) and 4(e) hereof, if and whenever on or after the date of issuance of this Warrant, the Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Market Price on the date of issuance (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise Price will be reduced to a price determined by multiplying the Exercise Price in effect immediately prior to the Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal to the sum of (x) the number of shares of Common Stock actually outstanding immediately prior to the Dilutive Issuance, plus (y) the quotient of the aggregate consideration, calculated as set forth in Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance divided by the Market Price in effect immediately prior to the Dilutive Issuance, and (ii) the denominator of which is the total number of shares of Common Stock Deemed Outstanding (as defined below) immediately after the Dilutive Issuance.

  • Adjustment of Exercise Price and Number of Shares The number and kind of Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Exercise Period of Option Subject to the terms and conditions of this Stock Option Agreement and the Plan, and unless otherwise modified in writing signed by the Company and Optionee, this Option may be exercised with respect to all of the Shares subject to this Option, but only according to the vesting schedule described in Section 9 below, prior to the date which is the last day of the Term set forth on the face hereof following the Grant Date (hereinafter "Expiration Date").

  • Certificate of Adjusted Exercise Price or Number of Shares Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

  • Exercise Period Vesting Unless expired as provided in Section 3 of this Agreement, this Option may be exercised from time to time after the Date of Grant set forth above (the "DATE OF GRANT") to the extent the Option has vested in accordance with the vesting schedule set forth below. The Shares issued upon exercise of the Option will be subject to the restrictions on transfer set forth in Section 11 below. Provided Participant continues to provide Continuous Service to the Company or any Affiliate, the Option will become vested as follows: PERCENTAGE OF VESTING DATE VESTED SHARES ------------ ------------- % % %

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