Joint Venture Option Sample Clauses

Joint Venture Option. (a) Within 45 days following the earliest date on which Exploration Expenditures (defined below) incurred with respect to the Property after the date of this Deed total at least US$400,000 and include the performance of at least 1,200 meters of core drilling or 2,500 meters of reverse circulation drilling (or a proportionately equivalent combination of core and reverse circulation drilling), Grantor shall deliver to Newmont written notice thereof (an "Exploration Expenditures Notice"), which shall include an accounting of all Exploration Expenditures and all factual data relating to the Property not previously provided to Newmont.
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Joint Venture Option. The Agreement is hereby amended to insert the following Section 4.6:
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Joint Venture Option. If Parent so requests in writing (the "Venture Notice") prior to the fifteenth (15th) business day following the date on which FCC approval of the FCC Application with respect to the transfer of the FCC Licenses of television station KXAS- TV to an entity controlled by NBC shall have become final, then the Company, without the payment of any additional Merger Consideration, will take all actions necessary or reasonably advisable, including, without limitation, executing and performing its obligations under the definitive documentation which shall be in form and substance reasonably satisfactory to the Company, to implement prior to the Effective Time (i) a television station joint venture (the "Venture") involving certain assets owned by LIN Television of Texas, L.P. and certain assets owned by a subsidiary of National Broadcasting Company, Inc. ("NBC") and (ii) the financing thereof, in each case in the manner described in that certain Letter Agreement Regarding Proposed Television Station Joint Venture and Asset Sale, dated October 21, 1997 (the "Letter Agreement") among Parent and NBC, a true and complete copy of which has been provided to the Company. Promptly upon execution of this Amendment, the Company will cooperate with Parent in filing all materials necessary to obtain FCC approval in connection with the Venture, whether or not the Venture Notice has been delivered to the Company. The obligation of the Company to execute the definitive documentation relating to the Venture is expressly conditioned upon there being included in such documentation: (a) an indemnity substantially in the form set forth in Section 13 of the Letter Agreement and (b) an agreement setting forth the mechanism for the unwind of the Venture, substantially in the form set forth in Section 13 of the Letter Agreement. Upon written request of Parent, the Company agrees to waive the condition to closing set forth in Section 6.1(c) with respect to the transfer of the FCC Licenses pertaining to the ownership and operation of the television station KXAS-TV by an entity controlled by NBC. In connection with the Letter Agreement, the Company has been provided with a true and complete copy of NBC's consent, pursuant to the Network Agreements between the Company and/or its affiliates and NBC and/or its affiliates (the "NBC Network Agreements"), to the transfer of control of the FCC Licenses of the Company Stations covered by such Network Agreements to Parent or its affiliate upon consum...
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Joint Venture Option. VERTEX may propose that the parties enter into a worldwide joint venture or other mutually agreeable form of collaborative arrangement ("Joint Venture") that involves [***********] sharing of costs and profits, to develop, manufacture and commercialize the Subsequent Drug Candidate or Second Opportunity Candidate. The party or parties performing development activities, or providing manufacturing and marketing to the Joint Venture, will be entitled to recovery from the Joint Venture of their associated development costs, Manufacturing Cost and marketing costs with respect to those services. The parties will share leadership of the Joint Venture as may be agreed at the time of its organization. The specific terms and conditions of the Joint Venture will be discussed and agreed between the parties prior to the exercise by NOVARTIS of its Development Election with respect to the Drug Product Candidate to which the Joint Venture proposal relates. Nothing in this Section 7.4.2 shall be interpreted to require NOVARTIS to exercise its Development Election if the parties do not come to agreement on the specific terms of the proposed Joint Venture.
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Joint Venture Option. 1. MGC shall have a period of 120 days from the last of the following events to occur to elect to enter into a joint venture with Barrick with respect to the Properties:
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Joint Venture Option. Newmont shall have the option to enter into a joint venture, as described below (the "Joint Venture Option") on all Alliance Property, and each Royalty Deed granted to Newmont on an Alliance Property shall include a grant to Newmont of the Joint Venture Option. If Newmont elects the Joint Venture Option, Solitario and Newmont shall, within 90 days of Newmont's delivery of such notice, negotiate in good faith and enter into a joint venture agreement, which will generally follow the form of Rocky Mountain Mineral Law Foundation, Form 5 (the "Joint Venture Agreement").
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Joint Venture Option. LICENSOR shall have the option, [ ] of this Agreement, to participate in LICENSEE's business of manufacturing, marketing and selling of LICENSED PRODUCTS by providing LICENSEE written notice of its election to so participate. In the event LICENSOR exercises its option, this Sublicense shall terminate with effect upon start-up of business of the "Joint Venture". If LICENSOR exercises its option, the parties shall negotiate in good faith (I) the information of a limited liability company or such other form of business entity the parties may agree upon (the "Joint Venture") and (ii) all other terms and conditions of the Joint Venture. LICENSOR shall [ ] to the LICENSED MARKS and shall [ ]. LICENSEE will provide [ ].
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Related to Joint Venture Option

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

  • Non-Qualified Stock Option This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will be interpreted accordingly.

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Non-Qualified Stock Options The Options granted hereunder are not intended to be Incentive Stock Options or Qualified Stock Options.

  • Exercise of Nonqualified Stock Option If the Option does not ------------------------------------- qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant's compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

  • Subdivision or Combination of Shares If the Company at any time shall combine or subdivide its Common Stock, (i) in the case of a subdivision, the Exercise Price shall be proportionately decreased and the number of shares for which this Warrant is exercisable shall be proportionately increased, or (ii) in the case of a combination, the Exercise Price shall be proportionately increased and the number of shares for which this Warrant is exercisable shall be proportionately decreased.

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