Failure to Exercise the Option Sample Clauses

Failure to Exercise the Option. If Purchaser does not exercise the Option before the end of the term of the Option, this Agreement will end, and neither party will have any further obligation hereunder.
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Failure to Exercise the Option. If Corregidor does not exercise the Option during the Option Exercise Period, and if the term of the Sublease has not already expired or terminated, then Alkermes will have the right to terminate the Sublease, in its sole discretion, as provided in Section 15 of the Sublease.
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Failure to Exercise the Option. If Optionee does not timely exercise the option as set forth in Section 1 hereinabove, then the Option Fee shall be retained by Optionor and Optionee shall immediately return all such Data provided by Optionor and destroy all copies, notes, and other reproductions and analysis of the Data, and shall evidence such destruction by an affidavit signed by an officer of Optionee.
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Failure to Exercise the Option. If PEF fails to exercise the Option by the end of the Option Period, or if the Option is terminated as provided in Section 2.2, then (a) Ranchcorp shall have no obligation to refund to PEF any payments theretofore made on account of the Initial Obligation; (b) PEF shall deliver to Ranchcorp a fully executed and acknowledged quitclaim deed to the Site Selection Areas; (c) this Agreement shall immediately terminate; and (d) the parties shall have no further obligations to each other except as otherwise specifically provided in this Agreement and the Transaction Agreement. This Section 5 is not intended to and does not in any way limit or affect any of the rights or remedies available to PEF in the event Ranchcorp defaults in the due and timely performance of any of its obligations, or is in breach of any of its representations and warranties, under this Agreement or any other agreement.
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Failure to Exercise the Option. Should Buyer, upon written notice to Seller, terminate the Option at any time during the Option Period, or should Buyer fail to exercise the Option (and immediately proceed with the Closing of the Escrow) in accordance with the requirements of this Agreement (including, without limitation, payment and performance of all obligations under this Agreement required for a valid exercise of the Option) prior to the expiration of the Option Period, or fail to pay any installment of the Additional Option Consideration when and as required pursuant to Section 2.2.3, then in any such event (a) the outstanding principal balance and any other amounts accrued under the Buyer’s Option Note shall be immediately due and payable pursuant to the terms set forth therein and together with all other Option Consideration (including, without limitation, the Warrant) shall be deemed earned and may be retained by Seller, (b) Seller is hereby instructed to record the Quitclaim Deed in the Official Records without any notice to or action on the part of the Buyer, (c) if requested by Seller pursuant to Section 3.3.3, Buyer shall deliver to Seller any Due Diligence Materials specifically requested by Seller prior to such termination, and (d) this Agreement shall terminate, the Option shall be null and void, and neither party shall have any further rights, obligations or liabilities hereunder, except pursuant to this Section 2.4 and any other provisions of this Agreement which expressly survive such termination, and except that such termination shall in no event affect any of Seller’s rights or remedies under the Lease Termination Agreement, the Buyer’s Option Note or the Guaranty which Seller, Buyer and Guarantor acknowledge and agree shall survive any termination of this Agreement. Buyer and Guarantor hereby acknowledge and agree that in the event of any termination of the Option or this Agreement pursuant to this Section 2.4, or pursuant to Article 3, Article 5 or Article 7, or the avoidance, for any reason, by Buyer, Buyer’s successors or Buyer’s creditors of all or any part of Buyer’s payment or performance obligations under this Agreement and/or any other agreement executed by the parties in connection herewith, neither Buyer nor Guarantor shall have any right to a refund by Seller of any portion of the Option Consideration paid by Guarantor or Buyer to Seller, of any portion of the Additional Option Consideration paid to Seller pursuant to Section 2.2.3, of any portion of the Te...
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Failure to Exercise the Option. If Tenant fails to exercise the Option, Tenant acknowledges and agrees that Tenant shall, at Tenant’s sole cost, in addition to the Access Improvements set forth in Section 5 above, design and build a rated exit corridor pursuant to plans and specifications reasonably approved by Landlord, the cost of which is estimated to be approximately $85,000.00. Such plans shall be delivered to Landlord on or before February 15, 2011. Tenant’s failure to meet the obligations under this Section shall be deemed a material Default under the Lease.
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Failure to Exercise the Option. If Buyer fails to properly exercise the option before this agreement expires, the option shall terminate.
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Failure to Exercise the Option. (a) Except as set forth herein, in the ------------------------------- event that Purchaser fails to timely exercise the Option, the Option shall be deemed to have automatically terminated at the expiration of the Option Term and neither party shall have any further obligation or duty to the other party under this Agreement. In the event of such termination, any sums paid by Purchaser to Seller, including the Option Consideration, shall be forfeited to Seller and shall not be subject to any claim for reimbursement. (b) Purchaser shall be entitled to the return of the Option Consideration without penalty upon the occurrence of either of the following: the threat or commencement by a third party which is not an officer, principal or affiliate of Purchaser, of an administrative or judicial proceeding seeking to prevent or restrain the consummation of the Asset Purchase Agreement or which would materially and adversely affect the Assets or the use thereof; or a material and adverse change to the physical condition of the Assets. Seller agrees that it will give Seller prompt written notice of the occurrence of either of the foregoing events ("Notice"). Upon Purchaser's receipt of Notice from Seller, Purchaser shall have the right, in its sole discretion, to request Seller to return the Option Consideration. Seller shall return the Option Consideration in full and in good funds to Purchaser within three business days following Seller's receipt of Purchaser's request.
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Failure to Exercise the Option. If the Option is not exercised prior to the Option Expiry Date, then the Option shall be null and void and of no further force or effect whatsoever, there shall be no further liability or obligation on the part of any Party under this Article 2, and this Agreement shall terminate in accordance with Section 8.2(c)(i).
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Related to Failure to Exercise the Option

  • Failure to Exercise Upon the expiration of the Second Participation Period, or in the event no Participation Rights Holder exercises the Right of Participation within fifteen (15) days following the issuance of the First Participation Notice, the Company shall have one hundred and twenty (120) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such one hundred and twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section 3.

  • Failure to Exercise Rights No delay in exercising, or omission to exercise, any right, power or remedy accruing to either party under the Trust Fund Grant Agreement upon any default shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence in such default. No action of such party in respect of any default, or any acquiescence by it in any default, shall affect or impair any right, power or remedy of such party in respect of any other or subsequent default.

  • Exercise of the Option Each Research Organisation receiving a substantial contribution as referred to under Section 8.5 shall promptly disclose in confidence to the Project Coordinator any Foreground conceived by it in connection with its Activities under the Project. The Project Coordinator shall notify the Industrial Partner(s) with an Option on the Foreground conceived. The Industrial Partner(s) may exercise the Option at any time until the earlier of (i) [1 (one) month] after the date of disclosure by the Project Coordinator or (ii) the completion of the Project, after which period the Option will lapse. An Option may be exercised on one or more occasions in respect of the Foreground that is subject to a separate Option. The Option shall be deemed to be declined in respect of the Industrial Partner that has not informed the Research Organisation owning (part of) such Foreground within the aforesaid term. If the Option is exercised, the Industrial Partner(s) and Research Organisation shall negotiate in good faith for a period of up to 90 (ninety) calendar days, or such longer period as may be agreed upon between the Participants, all necessary commercial arrangements taking into account the stage of development and the relative contribution of the Research Organisation to the Foreground and subject to the minimum conditions set out in Section 8.7. If the Participants fail to reach agreement, the Option shall lapse, and the Research Organisation shall be free to exploit the Foreground. Minimum conditions. Any transfer or license agreement as referred to in Section 8.5 shall at a minimum contain the following conditions: the Industrial Partner(s) shall pay the Research Organisation a fair and reasonable market price in respect of access to or assignment of ownership of the (joint) Foreground. The Industrial Partner(s) is entitled to deduct an amount from the fair market price equal to the value of its contribution under the Project as set out in the Budget; in the case of a license, an anti-shelving clause for the Industrial Partner (i.e. use of commercially reasonable efforts to effectively commercialise or apply the Foreground); a non-exclusive license for the Research Organisation for the use of the Foreground for academic research and teaching purposes; an indemnification obligation by the Industrial Partner to the Research Organisation against any third Participant claims for damages resulting from the use of the Foreground; a warranty from the Industrial Partner(s) to respect the Access Rights of the other Participants granted under this Consortium Agreement with respect to the Foreground pursuant to Section 9.3, including a warranty that these Access Rights will not be affected by a subsequent transfer or license of the Foreground.

  • No Obligation to Exercise Option The grant and acceptance of this option imposes no obligation on the Optionee to exercise it.

  • Term; Exercise Upon Expiration This warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the three-year period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until the third anniversary of the effective date of the Company’s initial public offering. If this warrant has not been exercised prior to the Expiration Date, this warrant shall be deemed to have been automatically exercised on the Expiration Date by “cashless” conversion pursuant to Section 1.2.

  • Grant of the Option The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $ (the “Option Price”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.

  • Election to Exercise To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise the Option; (b) the number of Shares of Common Stock being purchased; (c) any restrictions imposed on the Shares; and (d) any representations, warranties and agreements regarding the 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 the 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.

  • Right to Exercise This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

  • 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.

  • Notice of Exercise; Payment (a) To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. Payment equal to the aggregate Option Price of the Option Shares being purchased pursuant to an exercise of the Option must be tendered in full with the notice of exercise to the Company in one or a combination of the following methods as specified by the Optionee in the notice of exercise: (i) cash in the form of currency or check or by wire transfer as directed by the Company, (ii) solely following an IPO in Shares otherwise being traded on an established securities market, through the surrender to the Company of Shares owned by the Optionee for at least six months as valued at their Fair Market Value on the date of exercise, (iii) through net exercise, using Shares to be acquired upon exercise of the Option, such Shares being valued at their Fair Market Value (which for such purpose shall have the meaning set forth in the Stockholders Agreement) on the date of exercise, or (iv) through such other form of consideration as is deemed acceptable by the Board. (b) As soon as practicable upon the Company’s receipt of the Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. (c) As a further condition precedent to the exercise of this Option in whole or in part, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of common stock and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

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