Company's Option. The Company shall have an option for a period of ten (10) days (the “Company Option Period”) after receipt of the ROFO Notice to irrevocably offer to purchase some or all of the Offered Shares at the same price and subject to the same material terms and conditions as described in the ROFO Notice (the “Company’s Option”). The Company may exercise the Company’s Option and purchase all or part of the Offered Shares by notifying the Seller, with a copy to each of the Major Investors, in writing before expiration of the Company Option Period as to the number of such shares which it wishes to purchase. If the Company gives the Seller notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the ROFO Notice, unless the value of the purchase price has not yet been established pursuant to Section 3.1(e) (Valuation of Property). If the Company fails to exercise the Company’s Option in full within the Company Option Period, all or the remainder of the Offered Shares shall be subject to the Major Investor’s Option (as defined below) and Co-Sale Rights (as defined below); provided that the Company may waive its rights under this Section 3.1(b) (Company’s Option) prior to the expiration of the Company Option Period by giving written notice to the Seller, with a copy to the Major Investors.
Company's Option. The Company shall have an option for a period of thirty (30) days from receipt of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as are described in the Transfer Notice. The Company may exercise such purchase option and, thereby, purchase all or a portion of the Offered Shares by notifying the Transferor in writing before expiration of the thirty-day period as to the number of such shares which it wishes to purchase. If the Company gives the Transferor notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased, at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than sixty (60) days after the Company’s receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(E).
Company's Option. (i) The Company shall have an option for a period of fifteen (15) days following the receipt of the Transfer Notice to elect to purchase all of the Offered Shares (not in part) at the same price and subject to the same material terms and conditions as described in the Transfer Notice, subject further to complying with all the applicable statutory provisions (including, without limitation, the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)) and the Memorandum and Articles.
(ii) The Company may exercise such purchase option and, thereby, purchase all of the Offered Shares, by notifying Transferor in writing, before expiration of the fifteen (15) day period, that it wishes to purchase all of the Offered Shares.
(iii) If the Company gives the Transferor notice that it desires to purchase Offered Shares, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed by the Transferor and the Company and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company’s receipt of the Transfer Notice, unless such notice contemplated a later closing with the prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(d) or if later, the day on which all the mandatory statutory procedures shall have been completed.
(iv) Regardless of any other provision of this Agreement, if the Company declines in writing, or fails to exercise its purchase option pursuant to this Section 2.2 with respect to all (and not less than all) Offered Shares, then the Transferor shall be under no obligation to transfer the Offered Shares to the Company pursuant to this Section 2.2 and shall then be required to provide a Transfer Notice regarding the Offered Shares to the Holders (the “Holder Transfer Notice”) pursuant to Section 2.2(c).
(v) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not the Company has elected to purchase under this Section 2.2 any Offered Shares offered thereby.
Company's Option. The Company shall have the right, exercisable upon written notice to the Selling Shareholder, the Ordinary Holders and Preferred Holders, within forty-five (45) days after receipt of the Transfer Notice (the “Company Refusal Period”), to elect to purchase all or part of the Offered Shares; provided that the Company’s right under this Section 4.3(a) shall expire on the first anniversary of this Agreement.
Company's Option. The Notice of Sale will constitute an irrevocable offer by the Shareholder to sell to the Company all or any portion of the Offered Shares, on the same per share terms and conditions stated in the Notice of Sale. The Company may elect to accept such offer in whole or in part only by delivering to the Selling Shareholder written notice of its irrevocable election to accept such offer within 30 days after delivery of the Notice of Sale (the "Purchase Notice").
Company's Option. The Notice of Involuntary Transfer will constitute an irrevocable offer by the Interested Party to sell to the Company all or any portion of the Subject Shares that is not purchased by the Former Shareholder pursuant to Section 3(b), at a price equal to the greater of Equity Value or Implied Value, if the Involuntary Transfer occurs prior to August 1, 2010, and at Fair Market Value if the Involuntary Transfer occurs thereafter. The Company may elect to accept such offer in whole or in part only by delivering to the Interested Party written notice of its irrevocable election to accept such offer within 60 days after delivery of the Notice of Involuntary Transfer. Any Former Shareholder or Interested Party or affiliate thereof who is a member of the Company's Board of Directors will abstain from voting on the proposed purchase of the Subject Shares.
Company's Option. The Company shall have an option for ---------------- a period of ten (10) days from receipt of the Transfer Notice to elect to purchase all or any portion of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Company may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Transferring Holder in writing before expiration of such (10) day period as to the number of such shares which it wishes to purchase. If the Company gives the Transferring Holder notice that it desires to purchase such shares, then payment for the Offered Shares shall be by check, wire transfer, cancellation of indebtedness or any combination of the foregoing, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Company's receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 3.1(e). If the Company fails to purchase all of the Offered Shares by exercising the option granted in this Section 3.1(b) within the period provided, the Offered Shares shall be subject to the options granted to the Offeree Holders pursuant to this Agreement.
Company's Option. The Company shall have an option for a period of twenty (20) days from receipt of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Company may exercise such purchase option and, thereby, purchase all (or a portion of) the Offered Shares by notifying the Stockholder in writing before expiration of such twenty (20) day period as to the number of such Offered Shares which it wishes to purchase. If the Company gives the Stockholder notice that it desires to purchase some or all of the Offered Shares, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefore, which shall be no later than forty-five (45) days after the Company's receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 1.2(e). If the Company fails to purchase all of the Offered Shares by exercising the option granted in this Section 1.2(b) within the period provided, the Offered Shares shall be subject to the options granted to the other Stockholder pursuant to this Agreement.
Company's Option. (a) The University hereby grants to the Company a first option to a worldwide, royalty bearing, exclusive license to inventions of the Center Faculty which are made in the course of performing research funded by this Agreement, subject to the rights of any additional sponsors including U.S. Government rights under 35 U.S.C. Sections 200-212. Inventions discovered through research funded by the Company are hereinafter referred to as "University Inventions".
(b) The University hereby grants to the Company a first option to a worldwide, royalty bearing, exclusive license to selected Oncology Drugs invented by Center Faculty without the Company's financial support and which are unencumbered by the licensing rights of commercial third parties. Inventions discovered without the Company's financial support are hereinafter referred to as "Selected Inventions."
(c) The Company shall have sixty (60) days from the date of receipt of an Invention Notice (defined in Section 1.6) to request that the parties enter license negotiations. In the event that the Company and the University determine to enter into a license negotiation with respect to a University Invention or Selected Invention, the University and the Company will begin such negotiations using the general license form attached hereto as Exhibit A but further negotiation between the parties will be unrestricted. The Office of Technology Licensing of the University's School of Medicine will represent the University in such negotiations.
Company's Option. The Company has an option for a period of ten (10) days from receipt of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Company may exercise this purchase option and purchase all (or a portion of) the Offered Shares by notifying Participant in writing before expiration of the ten (10) day period as to the number of shares it wishes to purchase. If the Company gives Participant notice that it desires to purchase the shares, then payment of the Offered Shares will be by check or wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which will be no later than forty-five (45) days after the Company's receipt of the Transfer Notice, unless the Transfer Notice contemplated a later closing with the prospective third party transferee(s) or unless the value of the purchase price has not yet been established. If the Company fails to purchase all of the Offered Shares by exercising the option granted in this Section within the period provided, the Offered Shares will be subject to the options granted to the other stockholders.
