No Exercise. If all of the rights to exercise, convert or exchange any Common Share Equivalents shall expire without any of such rights having been exercised, the applicable Conversion Price as adjusted upon the issuance of such Common Share Equivalents, shall be readjusted to the Conversion Price which would have been in effect had such adjustment not been made.
No Exercise. If Tenant does not elect to exercise its right of first refusal as set forth in Section 13.1, Landlord shall be free to sell and convey the Leased Property to the third party purchaser in accordance with the terms and provisions of the Offer. In the event that Landlord does not consummate the sale of the Leased Property to such purchaser, Tenant's right of first refusal under this Article 13 shall remain applicable to subsequent bonafide offers from third persons.
No Exercise. If the Buyer does not give the ROFR Exercise Notice in accordance with the provisions of Section 10(d), the right of the Buyer to purchase the Offered Interest will terminate and the Seller Entities may sell all, but not less than all, of the Offered Interest to the Third Party Offeror in accordance with the terms of the Third Party Offer at any time within 50 Business Days after the expiry of the 30 Business Day period specified in Section 10(d). If the sale of the Offered Interest is not completed within such 50 Business Day period on such terms, the rights of the Parties pursuant to this Section 10 will again take effect with respect thereto.
No Exercise. If Praxis does not provide timely written notice and payment of the License Fee to Ionis under Section 5.2 prior to the Option Deadline, then Praxis’ Option will expire. In such a case:
5.3.1 Praxis will have no further rights to (and Ionis will have no further obligations with respect to) the Development Candidate or any [***];
5.3.2 Praxis will promptly provide to Ionis (to the extent not previously provided) copies of all data, results and information that it has generated before or during the Agreement Term under the Research Plan, the Development Candidate Identification Plan or the Clinical Development Plan;
5.3.3 Effective on the date Praxis’ Option expires:
(a) Praxis will, and does hereby, grant to Ionis a sublicensable, worldwide, royalty-free, fully paid up, non-exclusive license or sublicense, as the case may be, to (i) any Collaboration Patents Controlled by Praxis and (ii) any Praxis Background Patents that Cover any invention or technology that [***], to develop, manufacture and otherwise commercialize the Development Candidate and any [***] in the Field and for the Treatment of [***];
(b) at any time [***] (the “Praxis Background Patents ROFN Period”), if (i) Praxis receives an offer from a Third Party to exclusively license any of the
No Exercise. The parties hereto agree that on and after the occurrence of an Early Termination Date pursuant to Section 3 above, no Warrants may be exercised under the Warrant Confirmations, and any payments with respect thereto shall be made pursuant to this Agreement (for the avoidance of doubt, all other provisions under the Warrant Confirmations shall remain in full force and effect but as applied to this Agreement, except that if an Early Termination Date or other cancellation occurs thereunder on or after an Early Termination Date hereunder, the Matched Hedge Unwind Period shall be such period as Dealer determines in its sole discretion). For the avoidance of doubt, the Number of Warrants subject to termination pursuant to Section 3(b) above shall be equal to the Number of Warrants last in effect on the date that Dealer receives the Dealer Redemption Notice, subject to adjustment as provided in Sections 3, 9(f) and 9(k) of the Warrant Confirmations and as provided in the Equity Definitions incorporated into the Warrant Confirmations.
No Exercise. The parties hereto agree that on and after the occurrence of an Early Termination Date pursuant to Section 3 above, no Exercisable Options may be exercised under the Convertible Note Hedge Confirmations, and any payments with respect thereto shall be made pursuant to this Agreement (for the avoidance of doubt, all other provisions under the Convertible Note Hedge Confirmations shall remain in full force and effect but as applied to this Agreement, except that if an Early Termination Date or other cancellation occurs thereunder on or after an Early Termination Date hereunder, the Matched Hedge Unwind Period shall be such period as Dealer determines in its sole discretion). For the avoidance of doubt, the Number of Options subject to termination pursuant to Section 3(b) above shall be equal to the Number of Options last in effect on the date that Dealer receives the Dealer Redemption Notice (after giving effect to any Other Exercisable Options), subject to adjustment as provided in Sections 3 and 9(m) of the Convertible Note Hedge Confirmations and as provided in the Equity Definitions incorporated into the Convertible Note Hedge Confirmations, and for purposes of determining the Early Termination Amount, the Exercise Period for such Number of Options shall be deemed to end immediately prior to the Expiration Date.
No Exercise. The Sponsor irrevocably and unconditionally agrees that, following the Effective Time, with respect to warrants held by Sponsor to purchase 4,162,500 of Acquiror Common Stock (the “Specified Sponsor Warrants”), the Sponsor shall not exercise any Specified Sponsor Warrants unless and until the Class A Common Stock of Acquiror shall reach a trading price of $20.00 per share on the New York Stock Exchange (the “Warrant Triggering Event”), as adjusted for any Recapitalization Event affecting the Acquiror Class A Common Stock after the Effective Time, and (ii) that upon the exercise, and as a condition to the exercise, of the Specified Sponsor Warrant, the Sponsor shall pay to Acquiror (in addition to any amounts payable in connection with the exercise of the Specified Sponsor Warrant), an amount equal to $8.50 per share for each share of Acquiror Common Stock issuable to the Sponsor in connection with such exercise (in addition to the $11.50 exercise price otherwise payable upon the exercise of the Specified Sponsor Warrants or, if such exercise price has been amended pursuant to Section 6(b) below, then such other amount as provided for in such amendment as agreed to by the Company (prior to the Closing Date) or Acquiror (following the Closing Date)), which, for purposes of calculating the amount payable to Acquiror pursuant to this clause (ii) shall be calculated on a full exercise basis without giving effect to reduction in the number of shares of Acquiror Common Stock issuable to the Sponsor as a result of any net exercise of the Specified Sponsor Warrants.
No Exercise. The SPARs will not be exercisable during the Search Period.
No Exercise. The SPARs will not be exercisable during the Disclosure Period.
No Exercise. During the term of this Agreement, each of Xxxx X. Xxxxx, Xxxx Xxxxxxx and Xxxxxxx X. xx Xxxxxxxx (for his own account solely as to himself on a several basis) agrees not to exercise any Options except with Parent’s prior written consent.
