Exercise Events. The Option will become exercisable upon the occurrence of the following events ("Exercise Events"):
2.5.1. Exercise at any time. The Option may be exercised at any time after:
2.5.1.1. the Merger Agreement has been terminated pursuant to Section 9.2(b);
2.5.1.2. the Merger Agreement has been terminated pursuant to Section 9.3(c);
2.5.1.3. the Merger Agreement has been terminated pursuant to Section 9.4(b);
2.5.1.4. Dynegy notifies Enron that it is terminating the Merger Agreement pursuant to Section 9.4(a) of the Merger Agreement (such notice constituting a representation by Dynegy to Enron that Dynegy is validly entitled to terminate the Merger Agreement under such Section 9.4(a)).
2.5.2. Exercise at any time beginning six months plus one day after termination of the Merger Agreement. The Option may be exercised at any time beginning six months plus one day after:
2.5.2.1. the Merger Agreement has been terminated pursuant to Section 9.1;
2.5.2.2. the Merger Agreement has been terminated pursuant to Section 9.2(a)); or
2.5.2.3. the Merger Agreement has been terminated pursuant to Section 9.2(d).
2.5.3. Exercise at any time beginning one year plus one day after termination of the Merger Agreement. The Option may be exercised at any time beginning one year plus one day after:
2.5.3.1. the Merger Agreement has been terminated pursuant to Section 9.2(c);
2.5.3.2. Enron notifies Dynegy that it is terminating the Merger Agreement pursuant to Section 9.3(a) of the Merger Agreement (such notice constituting a representation by Enron to Dynegy that Enron is validly entitled to terminate the Merger Agreement under such Section 9.3(a);
2.5.3.3. the Merger Agreement has been terminated pursuant to Section 9.3(b); or
2.5.3.4. the Merger Agreement has been terminated pursuant to Section 9.4(c);
Exercise Events. Except for the right to exercise the Option (to the extent vested) for the period in Section 3(e) following a termination of employment, Optionee may exercise this Option (to the extent it is vested on such date) only after the earlier of the following events (an "Exercise Event"):
(1) the occurrence of a Qualified Public Offering and the effectiveness of the filing of a registration statement with the Securities Exchange Commission, as more fully described in the Plan; or
(2) the ninth anniversary of the Grant Date.
Exercise Events. The Foundation will not exercise its rights under the Global Health License (including its sublicensing rights) unless at least one of the following occurs (each, an “Exercise Event”):
(A) a Charitability Default; or
(B) the Company or Exscientia (including any successors or assigns or the Affiliates of the Company or Exscientia, or their respective successors or assigns) (i) institutes any bankruptcy, insolvency, appointment of a receiver and/or trustee or reorganization (in either case for the release of financially distressed debtors), general assignment for the benefit of creditors, winding-up, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction or any such proceeding is instituted against the Company or Exscientia which remains undismissed or unstayed for a period of [****] or (ii) ceases to conduct business in the ordinary course or is determined to no longer be a going concern. If either the Foundation, the Company or Exscientia becomes aware of an Exercise Event, it will promptly notify the other parties in writing of the occurrence of such Exercise Event; provided that failure by the Foundation to provide such notice will not affect the Foundation’s rights hereunder.
Exercise Events. Exercise Of Options And The Issue Or Transfer Of Shares
Exercise Events. 5.1 Subject to Rules 5.3, 5.5, 7, 10 and 12, an Option may be exercised in full:
5.1.1 at any time after a Listing;
5.1.2 for a period of 30 days following a Change of Control;
5.1.3 after the Board serves notice on every Optionholder that a Change of Control is likely to occur or that the Company proposes to pass a resolution for voluntary winding up, but such exercise shall only take effect immediately prior to the Change of Control occurring or the passing of the resolution;
5.1.4 during the period commencing immediately following the sanctioning of a compromise or arrangement by the court between the Company and its members under sections 895 to 901 of the Companies Act 2006 (power of company to compromise with creditors and members) and ending on the date it becomes effective;
5.1.5 for a period of 30 days following an Asset Sale.
5.2 If an Optionholder dies, his Option may be exercised by his personal representatives, heirs or legatees on the happening of an event specified in Rule 5.1 but not otherwise and to the extent Vested on the date of death.
5.3 If any Optionholder leaves:
5.3.1 by reason of injury, disability or ill health, his Option may only be exercised on the happening of an event specified in Rule 5.1 but not otherwise and only to the extent Vested on the date of cessation;
5.3.2 for a reason not specified in Rule 5.2 or 5.3.1, the Option may only be exercised on the happening of an event specified in 5.1 and then only to the extent permitted (if any) by the Board or any other Grantor with the prior consent of the Board.
5.4 For the purpose of Rule 5.3, 5.5, 7 and for all other purposes, an Optionholder:
5.4.1 shall not be treated as leaving until such time as he is no longer a director or employee of a Group Company; and
5.4.2 shall be treated as leaving if his employing company or business is transferred out of the Group.
5.5 Options shall Vest as follows unless expressly stated otherwise in the Option Agreement:
Exercise Events. The following additional provisions shall apply to the exercise of this Option:
Exercise Events. 7 2.6 Effect of Exercise of Option ...............................
Exercise Events. (a) If the current price per share of the NEON Systems Common Stock on the principal national securities exchange, if any, or the Nasdaq National Market or other NASDAQ market, or any successor thereto, on which the NEON Systems Common Stock is listed or admitted to trading exceeds $10.00 for 30 consecutive Trading Days (the "Trading Period"), then within five Trading Days after the end of the Trading Period, NEON Systems must deliver to Scalable Software an Exercise Notice. If NEON Systems does not deliver an Exercise Notice within five Trading Days after the end of the Trading Period, then the rights and obligations set forth in this Agreement shall expire and terminate. The current price per share of NEON Systems Common Stock for any Trading Day will be the closing price on that day or, if no sale of NEON Systems Common Stock takes place on that day as reported by the applicable exchange or market system, the average of the closing bid and asked prices on that Trading Day as so reported.
(b) If, prior to the exercise of the Option, Scalable Software receives a bona fide Acquisition Proposal that is not subject to any conditions (other than the condition that Scalable Software's obligations pursuant to this Agreement have been terminated) that the Board of Directors of Scalable Software has determined to accept subject to Scalable Software's obligations under this Agreement, then Scalable Software shall deliver a written notice to NEON Systems. The written notice shall set forth the name and address of the prospective acquiror and the per share purchase price offered by the prospective acquiror. NEON Systems shall have 30 days after receipt of written notice that the Board of Directors of Scalable Software has made such a determination to elect to exercise the Option. NEON Systems shall have the choice, in its sole discretion, to elect to exercise the Option at the same price as set forth in the Acquisition Proposal. If NEON Systems does not deliver an Exercise Notice to Scalable Software within 30 days after the date of receipt of the written notice from Scalable Software, then the rights and obligations set forth in this Agreement shall expire and terminate. For purposes of Section 2.5(a): (i) the current price per share will be adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like, (ii) references to the NEON Systems Common Stock at any time also refer to any Equivalent Security theretofore issued, directly...
Exercise Events. The holder of this Contingent Warrant may exercise the rights evidenced hereby in whole or in part, at any time prior to the Expiration Date, upon or after the occurrence of any of the following events (each, an "Exercise Event"):
(i) a Change of Control transaction (as defined in the Purchase Agreement); or
(ii) [February ____], 2002.
Exercise Events. The Foundation will not exercise its rights under the Global Health License (including its sublicensing rights) unless at least one of the following occurs (each, an “Exercise Event”):
(A) a Charitability Default; or
(B) the Company (including any successors or assigns or Affiliates holding intellectual property rights applicable to the Projects) (1) institutes any bankruptcy, insolvency proceeding, appointment of a receiver, trustee and/or (preliminary) insolvency administrator or (preliminary) custodian, or legal proceedings in relation to a suspension of payments, moratorium of any indebtedness, reorganization (in either case for the release of financially distressed debtors), general assignment for the benefit of creditors, winding-up, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction or (2) any such proceeding is instituted against the Company which remains undismissed or unstayed for a period of [***] days or (3) ceases to conduct business in the ordinary course or is determined to no longer be a going concern, or – in case German insolvency laws do apply, is unable to pay its debts as they fall due within the meaning of Section 17 of the German Insolvency Code or is over-indebted within the meaning of Section 19 of the German Insolvency Code. If either the Foundation or the Company becomes aware of an Exercise Event, it will promptly notify the other party in writing of the occurrence of such Exercise Event; provided that failure by the Foundation to provide such notice will not affect the Foundation’s rights hereunder.
