Early Exercise of Option Sample Clauses

Early Exercise of Option. (a) Notwithstanding the foregoing, the Grantee may elect to exercise the Option before the Option has become vested and exercisable pursuant to Paragraph 2 and while the Grantee is providing service to the Company. In the event of such early exercise, the Grantee will receive Shares that are subject to the restrictions described in subparagraph (b) below ("Restricted Shares") upon exercise of the Option. The Grantee may exercise the Option by any of the methods described in Paragraph 5 below. (b) If the Grantee exercises the Option pursuant to this Paragraph 4, the Shares for which the Option has not yet become vested according to the schedule set forth in Paragraph 2 shall be Restricted Shares and shall be subject to the restrictions described below until the date on which the Option would have become vested with respect to the Shares. The Restricted Shares shall vest, and shall cease to be subject to the restrictions, according to the vesting provisions described in Paragraph 2. The period before the Option would have become exercisable with respect to the Shares is referred to as the "Restricted Period." Restricted Shares shall be subject to the following restrictions. (i) Restricted Shares may not be transferred, assigned, pledged or otherwise disposed of by the Grantee or subjected to any security interest to anyone other than the Company until the end of the Restriction Period for the Shares. (ii) Unless the Committee determines otherwise, in its sole discretion, if the Grantee's service with the Company terminates for any reason during the Restriction Period the unvested Restricted Shares shall be forfeited and must be immediately returned to the Company. The Company shall pay to the Grantee, as consideration for the return of the Restricted Shares, the lesser of: (i) the amount paid by the Grantee for each returned Share, or (ii) the then fair market value (as defined in Paragraph 7 below) of each returned Share. (iii) The Restricted Shares shall be held in escrow by the Company until the end of the Restriction Period for the Shares, or the Company may hold non-certificated Shares until the restrictions lapse. During the Restriction Period, the Grantee shall receive any distributions with respect to the Restricted Shares and may vote the Restricted Shares; provided that if any dividend or distribution is payable in Shares or other property or if a reclassification, split up or similar event occurs during the Restriction Period, the Shares or other ...
Sample 1
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Early Exercise of Option. GSK may, on a Collaboration Program-by-Collaboration Program basis, at any time during the Research Term after the [***] have been treated under such Collaboration Program, exercise early any unexercised Option on a Collaboration Program-by-Collaboration Program basis by providing written notice to TELETHON-HSR and paying the Option Exercise Fee and all other milestones payments and royalty payments as and when they become due to TELETHON-HSR in accordance with Article 6. Following such early exercise of an Option, GSK shall be responsible for all costs of the Program that is the subject of such Option.
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Early Exercise of Option. Notwithstanding anything herein to the contrary, Celgene shall have the following rights, as applicable, to exercise its Celgene Program Option early, in accordance with the terms set forth below: (i) Celgene may exercise, upon written notice to Agios at any time prior to the expiration of the Option Term (or, if applicable, with respect to any Extended Program, expiration of any Post-Option Extension), any Celgene Program Option early with respect to each Development Candidate (and the applicable Discovery Program) that has been nominated by Agios pursuant to Section 3.6(b)(ii) (and, in the event of such early election, the JRC shall be deemed to have confirmed such nomination and Celgene shall be deemed to have made the DC Commitment); provided that, with respect to each such Discovery Program, notwithstanding Celgene’s early exercise of such Celgene Program Option pursuant to this Section 3.6(c)(i), Section 3.6(b) and Section 3.10 shall apply in the same manner as though the Celgene Program Option had been exercised pursuant to Section 3.6(b), including the following (to the extent applicable depending on the stage of Development of such Discovery Program); provided that Celgene’s license under Section 8.2 with respect to such Program shall be effective immediately: (A) unless Celgene requests and Agios agrees otherwise, Agios shall complete all IND-Enabling Studies and obtain IND Acceptance with respect to such Discovery Program for which the Celgene Program Option has been exercised; (B) regardless of which Party completes such IND-Enabling Studies and obtains IND Acceptance, Agios shall be entitled to the IND Amount pursuant to Section 9.3(a)(i) in the same manner as if a DC Commitment had been made (and as if the Celgene Program Option had not yet been exercised) in accordance with Section 3.6(b); (C) Agios shall continue to have a right to retain its US Territory rights with respect to any such Discovery Program in accordance with Section 3.10 (including, as applicable, the right to make an Agios Deferral); and (D) Celgene shall still remain obligated to make the milestone payments due pursuant to Section 9.6 and royalty payments due pursuant to Section 9.7 in the same manner as though Celgene had exercised the Celgene Program Option pursuant to Section 3.6(b) and subject to Section 3.10. (ii) Prior to the earlier of (x) the expiration of the Option Term (or if, applicable, with respect to any Extended Program, expiration of any Post-Option Extensi...
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Early Exercise of Option. GSK may at any time during the Research Term exercise early any unexercised Option on a PROSENSA Collaboration Program-by-PROSENSA Collaboration Program basis by providing written notice to PROSENSA and paying the Option Exercise Fee and all other milestones payments and royalty payments as and when they become due to PROSENSA in accordance with Article 6. Following such early exercise of an Option, GSK shall be responsible for all costs of the Program that is the subject of such Option. PROSENSA’s involvement in such Program after the exercise of the Option shall be as set forth in Section 2.4(a)(ii).
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Early Exercise of Option. Notwithstanding the time limitations on Lessee’s exercise of this Lease, Lessee may exercise this Option before July 1, 2022, but only after July 1, 2020, and also only as long as: (a) Lessee is not in default of this Lease, (b) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the $250,000.00 Note, (c) Lessee shall have paid in full and satisfied, without incurring any additional debt or refinancing with Lessor, the $545,000.00 Note; and (c) Lessee shall pay to Lessor a purchase price which shall be calculated as follows: The purchase price shall be equal to the product of (1) (i) the Annual Rent (for the entire year, not just one month) on the day Lessee’s purchase of the Leased Premises is closed pursuant to this Option, multiplied by (ii) the highest annual percentage change in the Annual Rent during the Lease Term up to the day Lessee’s purchase of the Leased Premises is closed pursuant to this Option (the “Maximum Escalation”), and multiplied by (iii) the Maximum Escalation an additional number of times so that Annual Rent used to calculate the purchase price shall have been increased seven (7) times (as if the Option were being exercised at the end of the Initial Term); divided by (2) 0.0975 (or 9.75%).
Sample 1
Early Exercise of Option. Pursuant to Section 10.2(xiii) and Section 10.3(iii)(e), at the Closing Buyer, the Option Entities and the owners of the Option Entities shall enter into the Option. Notwithstanding the terms of the Option attached hereto, Buyer may, at its sole election, on or prior to the earlier of (i) the Closing Date or (ii) the date that is 30 days after the Option Entities deliver the disclosure schedules to the Option to Buyer in substantially complete form, as determined by Buyer in its reasonable judgment, exercise the Option and acquire the assets of the Option Entities as described in the Option, except that, notwithstanding the terms of Section 4 of the Option, the aggregate Purchase Price (as defined in the Option) to be paid to Option Entities in that event shall be $6,500,000. In the event the Buyer exercises the Option as described in this section, the entire $6,500,000 purchase price shall be paid, at the election of the Option Entities on or prior to three business days prior to the closing of the transactions contemplated by the Option, in (i) immediately available funds or (ii) a number of shares of common stock of HealthSpring, Inc. having a value of $6,500,000. In the event the Option Entities elect to receive shares of HealthSpring, Inc. common stock, the number of such shares of common stock will be determined based upon the closing price of HealthSpring common stock on the New York Stock Exchange on the last trading day prior to the closing of the transactions contemplated by the Option.
Sample 1
Early Exercise of Option. (EXERCISE OF UNVESTED SHARES). (a) At any time during your Continuous Service you may exercise any or all of the shares subject to this option whether or not the shares have vested, provided, however, that: (i) a partial exercise of this option will be deemed to cover vested shares first and then the earliest vesting installment of unvested shares; (ii) any unvested shares at the date of exercise will be subject to the purchase option in favor of the Company which is described in the Notice of Exercise and Stock Purchase Agreement (the "Notice of Exercise") attached as an exhibit to this option; and (iii) you will enter into the Notice of Exercise and Stock Purchase Agreement which will contain the same vesting schedule as in this option agreement. (b) Your right to purchase unvested shares ends upon termination of your Continuous Service.
Sample 1
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Early Exercise of Option. Notwithstanding the provisions of Section 3, Employee may exercise all of the Option, whether or not vested pursuant to Section 3, at any time following the date hereof. In the event Employee exercises the Option with respect to any portion thereof that has yet to vest in accordance with the provisions of Section 3, Employee shall be required to execute and deliver to the Company a Restricted Stock Purchase Agreement in the form attached hereto as EXHIBIT A.
Sample 1
Early Exercise of Option. The Company shall grant the Executive ------------------------- the opportunity to accelerate the exercise of his Option (an "Early Exercise") pursuant to a Restricted Stock Purchase Agreement (the "RSPA"). The Option Shares acquired pursuant to the RSPA shall be subject to the Company's right of repurchase (the "Repurchase Option"). The Option Shares shall vest and be released from the Repurchase Option based on the same vesting schedule as provided for vesting of the Option in Section 6(c) herein. The purchase price of the Option Shares pursuant to an Early Exercise may be made at the time of exercise by delivery of cash or a promissory note with principal and interest due in five years from the date of such exercise.
Sample 1

Related to Early Exercise of Option

  • Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the "Option Closing Date"), which will not be later than five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

  • Grant and Exercise of Option Provided that (i) no Default has occurred and is then continuing (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of the Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the "Extension Term(s)"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise each option by delivering to Landlord, no later than twelve (12) months prior to the expiration of the preceding term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to timely exercise such option shall be deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than one hundred eighty (180) days prior to the commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant exercises its option to extend in accordance with the terms hereof, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.

  • Time of Exercise of Option The Optionee may exercise the option granted herein at any time after the effective date of this Agreement until the date of termination of the option as provided herein.

  • Term and Exercise of Option a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver written notice to the Company at its principal office within the option period, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

  • Method of Exercise of Option The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

  • Vesting and Exercise of Option The Option shall vest and become exercisable during its term in accordance with the following provisions:

  • Notice of Exercise of Option This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

  • Taxation upon Exercise of Option Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability as a condition of the exercise of this Option.

  • Manner of Exercise of Option (a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares as to which the Option is being exercised and accompanied by payment in full for such Shares. No partial exercise may be made for less than one hundred (100) full Shares of Common Stock. Payment shall be made in accordance with the terms of the Plan. Upon such exercise, delivery of a certificate for paid-up, non- assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not less than thirty (30) and not more than ninety (90) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its Common Stock as will be sufficient to satisfy the requirements of the Option.

  • Exercise of Options 4.1 No portion of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

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