Early Option Exercise Sample Clauses

Early Option Exercise. Astellas shall have the right, but not obligation, to exercise its Option on or prior to the Early Decision Date by providing Cytokinetics with written notification of such Option exercise and paying Cytokinetics the Early Option Fee in accordance with Section 2.7(b)(i)(1) of this Amendment (the “Early Option Exercise”). Upon Cytokinetics’ receipt of both such written notification and payment, Astellas’ exercise of the Option shall be deemed effective and the tirasemtiv Agreement shall become effective automatically.

Early Option Exercise. XOMA shall have the right to first exercise the Cardiometabolic Indications Option (the “Early Option Exercise”) at any time following the Effective Date until the date which is no later than [*] days following the first [*] (“Early Option Exercise Date”); or

Early Option Exercise. Without prejudice to Section 2.4(b), in the event that Gilead exercises the Option during the Option Period in accordance with Section 2.4(a) prior to Gilead’s receipt of the Option Exercise Data Package for the HIV Development Program: (i) Hookipa shall remain entitled to and, as the case may be, shall not have to pay back to Gilead: (A) the Program Initiation Fee, the Program Completion Fee and the FPFD in Phase 1 Clinical Trial Milestone; and (B) any other payments, including payments for the purchase of Hookipa equity, payable to or received by Hookipa on or prior to the Option Exercise Date; (ii) Hookipa will transition the Phase 1b Clinical Trial contemplated under the HIV Development Plan to Gilead as soon as reasonably possible after the Option Exercise Date upon terms to be established by [***]. Gilead shall reimburse Hookipa at the FTE Rate for the documented costs of any FTEs and Out-of-Pocket Costs reasonably incurred by Hookipa after the Option Exercise Date in relation to the continued performance until transition to Gilead of such Phase 1b Clinical Trial within [***] days after Gilead’s receipt of an invoice therefor from Hookipa; provided, that, notwithstanding the foregoing, if [***], then Gilead shall not have an obligation to reimburse such costs and Hookipa shall be responsible for bearing such costs; (iii) Gilead’s obligation, if any, to make any further purchases of Hookipa equity under the Equity Agreement after the date of Gilead’s exercise of the Option shall terminate.

Early Option Exercise. The lessee shall also have the option of acquiring the rented properties starting on the date indicated in Title III, as long as it has regularly complied with the obligations incumbent on it and has informed the lessor, at least one year before the date on which it intents to make the said acquisition, this by registered mail with receipt. The said acquisition may not occur until the anniversary of the effective date of the present contract. In this case, the lessee shall have to pay an amount to the lessor set in Title III - “Special Conditions”. The sale price shall be paid in cash at the time of signature of the notarised sale document. If this occurs, and in case of realisation of the promise to sell at the end of the contract, all of the rights, expenses and fees relating to the said transfer as well as taxes, rights or contributions that the Administration might demand from one or the other of the parties, in the light of the duration of the contract, of the sale price and of the depreciation rules, shall be for the lessee’s sole account. In addition, all amounts that may not have been paid in connection with the rental pursuant to the procedures of the present contract, this for any reason whatsoever, as well as all amounts due in terms of principal or incidentals, including the lateness interest calculated as mentioned above (Title I, Article I—Rental), shall have to be deposited with the notary responsible for drawing up the document, 48 hours before the date chosen by the lessee or the date of the end of the contract. The purchaser shall have to reimburse the seller for the entire property tax relative to the year during which the sale occurs. If the notice has not yet been received, the purchaser shall have to pay an amount to the seller determined on the basis of the tax for the previous year. If the case arises, all amounts due for charges and work performed or not performed in connection with the condominium shall have to be repaid to the seller by the purchaser. If the lessee fails to deposit the funds with the notary within the period provided for above or fails to sign the document on the said date, the lessee shall lose the benefit of the early option exercise called on, and the present lease shall then continue to apply on the conditions laid down initially. Furthermore the lessee shall pay all expenses that may have been incurred by the lessor.

Early Option Exercise. Either Party may elect to exercise an Option for a Vir Program or Brii Bio Program, as applicable, during the applicable Option Period prior to delivery of a complete Option Data Package pursuant to Section 4.2, including where the Controlling Party elects to [***] Pre-Option Development Activities in accordance with Section 3.10 (an “Early Option Exercise”). If a Party believes in good faith that it may wish to trigger an Early Option Exercise, such Party shall notify the Controlling Party for such Collaboration Program that it wishes to evaluate the exercise of its Option prior to delivery of the Option Data Package (an “Early Option Trigger Notice”). Within [***] following the date of such Early Option Trigger Notice, the Controlling Party will deliver to the requesting Party [***] (the “Interim Option Data Set”). The requesting Party may (i) exercise its Option for such Collaboration Program upon delivery of such Interim Option Data Set, by delivering an Option Exercise Notice within [***] following the receipt of the Interim Option Data Set, provided that such Party [***] prior to exercising such Option, or (ii) elect not to exercise its Option on the basis of the Interim Option Data Set, and to wait to review the full Option Data Package prior to determining whether to exercise its Option for such Collaboration Program. In the case of an election under the foregoing subclause (ii), such Party shall notify the Controlling Party in writing of its decision within such same [***] period, and following such notice, the Controlling Party shall continue to conduct the applicable Pre-Option Development Activities towards generating the complete Option Data Package. If a Party elects to exercise its Option in accordance with Section 4.2 for a Collaboration Program on the basis of the Interim Option Data Set, then [***], (B) the Parties shall complete any ongoing Pre-Option Development Activities in accordance with Section 4.3(c), and (C) if such Collaboration Program [***], such Option exercise [***], provided that, for clarity, there will be [***].

Early Option Exercise. Window 3.1.1(b) Effective Date Preamble Electronic Delivery 12.14 End-of-Research Term Program Data Package 1.1.29(b) EU 1.1.8 force majeure event 12.5 FTC 3.2.2 [**] 5.2.3(e)(ii) HSR Act 1.1.8 HSR/Antitrust Filing 3.2.2 Implementation Date 3.2.2 6.1 JCC 4.1.1 1.1 JPC 4.1.1 1.1 JSC 4.1.1 License Agreement 1.1.33 Limited Information 2.1.1(f) Manufacturing Costs Appendix C Material Breach 11.3.1 Material Receiving Party 2.11.1 Materials 2.11.1 Option 3.1.1(a) Option Data Package 1.1.29(c) Option Exercise Window 3.1.1(a) Out-of-Pocket Costs Appendix C Parent Entity 1.1.18 Party or Parties Preamble Payee Party 6.6.1 Paying Party 6.6.1 Productivity Requirement 2.1.2(b) Proposed Targets 2.1.1(c) Purpose 2.11.1 Qualified Scientist 2.1.1(d) Receiving Party 8.1 Redacted Version 8.3.2(a) Regulatory Expenses Appendix C Related Compound 1.1.77 Requesting Party 8.3.2(c) Research Plan 1.1.86(b) ROW Co-Co Agreement 9.3.1(e)(i) Research Term Extension Fee 6.3 Scientific Panel 2.1.1(d) SEC 8.3.2(a) Subcommittee 4.1.2 Term 11.1 Third Party License 7.5.2 Third Party Program 2.2.2 Transferring Party 2.11.1 U.S. Co-Co Agreement 9.3.1(e)(i)

Related to Early Option Exercise

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 Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .
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 Exercisability The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.
Method of Option Exercise A. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “Secretary”). Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.
on Exercise The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 7 days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct in compliance with applicable Securities Laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such holder is entitled upon such exercise pursuant to Section 1 or otherwise.
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.
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.
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.

Early Option Exercise Sample Clauses

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