Exceptions Resulting from Option Exercise Sample Clauses

Exceptions Resulting from Option Exercise. Notwithstanding the right of first option in Section 3.10.5(a) (Right), if GEHC exercises an Option with respect to an Application during the applicable Option Term in accordance with Section 3.10.4(d) (Exercise of Option) and the Parties submit to an independent valuation firm a request for such firm to determine the financial terms of the Ex-Field License Agreement as set forth in Section 13.4.2 (Determination of Financial Terms), but after receiving such financial terms GEHC does not initiate the “baseball” arbitration process set forth in Section 13.4 (Baseball Arbitration) to determine those non-financial terms and conditions on which the Parties have failed to agree within *** of receipt thereof, then the right of first offer granted to GEHC pursuant to this Section 3.10.5 (GEHC Right of First Offer) will not be available to GEHC for the applicable Application for a period of *** thereafter, but during such *** period LMI will not grant to a Third Party rights to Exploit, in whole or in part, the Precursor, Licensed Compound, or Licensed Product with respect to such Application on financial terms that are more favorable in the aggregate to the applicable Third Party than the lower of (i) the financial terms last proposed by LMI to GEHC during the Ex-Field License Agreement Negotiation Period or (ii) the financial terms determined by the independent valuation firm. In addition, if GEHC exercises an Option with respect to an Application during the applicable Option Term in accordance with Section 3.10.4(d) (Exercise of Option), but does not require LMI to enter into an Ex-Field License on the terms determined by baseball arbitration and the independent valuation firm pursuant to Section 3.10.4(d) (Exercise of Option) within *** of receipt of such arbitration determination, then the right of first offer granted to GEHC pursuant to this Section 3.10.5 (GEHC Right of First Offer) will not be available to GEHC for the applicable Application for a period of *** thereafter; provided that, during such *** period LMI will not grant to a Third Party rights to Exploit, in whole or in part, the Precursor, Licensed Compound, or Licensed Product with respect to such Application on terms and conditions that are more favorable in the aggregate to the applicable Third Party than the terms determined by baseball arbitration and the independent valuation firm pursuant to Section 3.10.4(d) (Exercise of Option).
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Related to Exceptions Resulting from Option Exercise

  • 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.

  • Post-Termination Exercise Period Subject to the expiration dates and other terms of the applicable stock option agreements, the Participant may elect to have the right to exercise any outstanding incentive stock options and nonqualified stock options granted prior to the Termination Date to the Participant under the Company's 1984 Long-Term Executive Compensation Plan, its 1993 Long-Term Executive Compensation Plan, or any successor plan to its 1993 Long-Term Executive Compensation Plan that are vested as of the Termination Date (or, if later, the Release Date), whether due to the operation of Section 6(a), above, or otherwise, at any time during the Severance Period and, except in the event that the Severance Period terminates pursuant to Section 8(a), for a period up to 3 months after the end of the Severance Period (notwithstanding Section 8). Any such election shall apply to all outstanding incentive stock options and nonqualified stock options, will be irrevocable and must be made in writing and delivered to the Plan Administrator on or before the later of the Termination Date or Release Date. If the Participant fails to make an election, the Participant's right to exercise such options will expire 3 months after the Termination Date.

  • 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.

  • EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES In the event that you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (i.e., a “Non-Exempt Employee”), you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other provision of your option.

  • 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]

  • 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.

  • 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.

  • Option Exercise Period Check One:

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

  • Method of Option Exercise The Option may be exercised in whole or in part by filing a written notice with, and which must be received by, the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall (a) specify the number of shares of Stock which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for purchase at that time under the Option, and (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company, or, at the discretion of the Committee at any time: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Committee (including, if the Committee so approves, the withholding of shares otherwise issuable upon exercise of the Option) and having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

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