Call Option Exercise Procedures Sample Clauses

Call Option Exercise Procedures. At the Board’s discretion the Company or the Xxxx Investors or such other Person as the Xxxx Investors may identify, as applicable, may purchase and, except as otherwise provided below, the Executive and the Executive’s Permitted Transferees shall sell all or any portion of the Executive Securities held by the Executive and his Permitted Transferees, upon delivery, by the Company or the Xxxx Investors, as applicable, of a written notice (the “Call Option Exercise Notice”) to the holder or holders of the Executive Securities (i) during the 180-day period following the Executive’s Termination Date, (ii) in the case of unvested Performance Vesting Incentive Securities, within 180 days of the Investment Termination Date or (iii) within 180 days of a Covenant Breach (the “Call Option Exercise Period”). The Company may at any time during the Call Option Exercise Period assign its right to exercise the Call Option to the Xxxx Investors. The Call Option Exercise Notice will set forth the amount of such Executive Securities to be acquired, the aggregate consideration to be paid for such Executive Securities, the Board’s determination of Fair Market Value in accordance with Section 9(a) (if any Executive Securities are to be purchased for a price equal to Fair Market Value) and the time and place for the anticipated closing of the transaction. If any of the Executive Securities is held by Permitted Transferees, the Company or the Xxxx Investors, as applicable, shall purchase the Executive Securities from such holder(s) pro rata according to the number of Executive Securities held by such holder(s) at the time of delivery of such Call Option Exercise Notice (determined as nearly as practicable to the nearest Ordinary Share).
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Call Option Exercise Procedures. Within 10 days after the Termination Date of an Executive, the Company will deliver written notice to the New Investors setting forth the name of such Executive, the Termination Date and whether Section 4(b) or Section 4(c) is applicable with respect to the New Investors’ purchase rights (such notice, the “Call Option Notice”). The New Investors may elect to exercise their right to purchase directly, or designate one or more third parties to purchase, their pro rata share of the Executive Securities held by such Executive and his Permitted Transferees pursuant to the Call Option by delivering written notice (the “Option Exercise Notice”) to the Company, on behalf of such Executive or such Permitted Transferee, within 120 days after receipt of the Call Option Notice by the New Investors. The Option Exercise Notice will set forth the number and type of Executive Securities to be acquired from such holder(s), the aggregate consideration to be paid for such Executive Securities and the time and place for the closing of the transaction. If any Executive Securities are held by Permitted Transferees of the applicable Executive, the New Investors shall purchase the Executive Securities elected to be purchased from such holder(s) of Executive Securities subject to the Call Option pro rata according to the number of Executive Securities held by such holder(s) at the time of delivery of such Option Exercise Notice.
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Call Option Exercise Procedures. (a) If Parent wishes to exercise its right to repurchase Parent’s Common Stock pursuant to Section 2.6(a) or (b), Parent shall deliver to Seller a written notice (the “Purchase Notice”) specifying the number of shares of Parent’s Common Stock for which Parent wishes to exercise that right. The Purchase Notice must be delivered not later than fifteen (15) Business Days after (i) February 28, 2013, in the case of a repurchase under Section 2.6(a), or (ii) June 30, 2014, in the case of a repurchase under Section 2.6(b).
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Related to Call Option Exercise Procedures

  • Exercise Procedures The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Exercise Procedure (i) This Warrant shall be deemed to have been exercised when all of the following items have been delivered to the Company (the "Exercise Time"):

  • Manner of Option Exercise This Option may be exercised by Xxxxx in whole or in part from time to time, subject to the conditions contained in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to Xxxxxx at his principal executive office, of a written Notice of Exercise, with a copy to RDO at its principal executive office. Such notice will identify this Option, will specify the number of Option Shares with respect to which the Option is being exercised, and will be signed by the person so exercising the Option. Such notice shall be accompanied by payment in full of the total purchase price of the Option Shares purchased. In the event that the Option is being exercised by any person or persons other than Xxxxx, the Notice will be accompanied by appropriate proof of right of such person or persons to exercise the Option. As soon as practicable after the effective exercise of the Option, Xxxxxx will deliver to the person exercising this Option one or more duly issued stock certificates evidencing such ownership, together with an assignment separate from the certificate duly endorsed by him evidencing the transfer of the Option Shares with respect to which the Option is being exercised. Upon receipt of the foregoing, RDO will deliver to the transferee one or more duly issued stock certificates bearing such transfer restrictions as may then be appropriate based upon advice of RDO's legal counsel.

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Conversion and Exercise Procedures The form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Debentures. No additional legal opinion or other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Debentures. The Company shall honor exercises of the Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Option Exercise Period Check One:

  • Option Exercise Fee Subject to Section 3.2 of the Master Collaboration Agreement, the Parties acknowledge and agree that Celgene will pay the IND Option Exercise Fee (as defined in the Master Collaboration Agreement) for the Licensed Program in accordance with the Master Collaboration Agreement.

  • Option Exercise To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below: Option Aircraft Option Exercise Date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  • Exercise Process In order to exercise the Call Right during the Exercise Period, the Purchaser or his Nominee(s) shall deliver to the Seller, a written notice of such exercise substantially in the form attached hereto as Appendix A (a “Call Exercise Notice”) to such address or facsimile number as set forth therein. The Call Exercise Notice shall indicate the number of the Seller’s Shares as to which the Purchaser or his Nominee(s) is/are then exercising his/her Call Right and the aggregate Call Price. Provided the Call Exercise Notice is delivered in accordance with Section 5.4 to the Seller on or before 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “Exercise Date”) of the Call Right shall be the date of such delivery of such Call Exercise Notice. In the event the Call Exercise Notice is delivered after 6:30 p.m. (New York time) on a Business Day or on a day which is not a Business Day, the Exercise Date shall be deemed to be the first Business Day after the date of such delivery of such Call Exercise Notice. The delivery of a Call Exercise Notice in accordance herewith shall constitute a binding obligation (a) on the part of the Purchaser or his Nominee(s) to purchase, and (b) on the part of the Seller to sell, the Seller’s Shares subject to such Call Exercise Notice in accordance with the terms of this Agreement.

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