Notice and Exercise. The Company shall, prior to any proposed issuance by the Company to Sun or its Affiliates of any shares of capital stock or securities representing the right to acquire shares of capital stock (“Rights”) (other than debt securities with no equity feature), offer to the Minority Stockholders by written notice the right, for a period of ten (10) days from the date on which such notice is postmarked, hand delivered or faxed, to purchase for cash at an amount equal to the price or other consideration for which such capital stock or Rights are to be issued, a number of such shares of capital stock or Rights so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of capital stock of all Rights), each such Minority Stockholder will continue to maintain his, her or its same percentage equity ownership in the Company represented by the shares of Common Stock owned by each such Minority Stockholder as of the date of such notice.
Notice and Exercise. Provided no Tenant default has occurred and is continuing under this Lease beyond any applicable cure period and Tenant has not assigned this Lease nor sublet all or any portion of the Premises, Tenant is hereby granted the option to extend the Term once for an additional period of three (3) years (the “Extension Term”) commencing upon the expiration of the initial Term on the same terms and conditions as contained in the other provisions of this Lease other than any upfitting allowance (Tenant accepting the Premises in its “as, is” condition but shall have the right to alter the Premises as set forth in Section 5 of this Lease), additional renewal options and as otherwise provided in this Section. This option shall be exercised only by delivery of written notice (the “Renewal Notice”) to Landlord no later than nine (9) months prior to the scheduled Expiration Date referred to in Section 1(f) of this Lease. The Minimum Rental for the Premises shall be the then fair market rental (“Market Rate”) applicable to the Premises, and the Operating Expense Stop shall be adjusted to the extent reflected in the Minimum Rental for the Extension Term. Except as otherwise set forth herein, Tenant’s occupancy of the Premises during the Extension Term shall be subject to all other terms and conditions of this Lease, expressly including without limitation, the obligation to pay its proportionate share of the Tenant Expenses.
Notice and Exercise. The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Merger Exit to the Company, which shall promptly furnish such notice to Televisa, or the Company shall furnish a written notice of its or the Board’s intention to pursue a Merger Exit to Televisa (any such notice referenced in this sentence, the “Merger Exit Notice”). The Merger Exit Notice shall provide Televisa the right to elect to:
(a) include a percentage of Shares held by it that is equal to the percentage of Shares owned by the Prospective Selling Stockholders (which may be all other Stockholders) that are proposed to be Sold (e.g., converted or sold pursuant to the merger) by the Prospective Selling Stockholders (which may be all other Stockholders) to a Prospective Buyer in such Merger Exit (which may be of a single class or of multiple classes), on the same terms and conditions (subject to Section 4.4.4 in the case of Convertible Securities and without prejudice to the rights of the holder of Convertible Securities with respect to the conversion, exercise or exchange of such Convertible Securities and any entitlement to any payment of premium thereon or thereunder and subject to Section 4.4.1 under all circumstances in connection with such Merger Exit) as the terms and conditions that are applicable to the Prospective Selling Stockholders (which may be all other Stockholders), in any case consistent with Section 4.4.2 (“Merger Exit Participation Rights”) by furnishing to the Company, which shall promptly furnish to the Prospective Selling Stockholders, a written election exercising such Merger Exit Participation Rights (the “Merger Exit Participation Election”) on or before the Merger Exit Election Deadline, which election shall be irrevocable except as otherwise provided in Section 4.8.9, if applicable; or
(b) roll-over all of its Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b)). For the avoidance of doubt, shares of Class A Common Stock, Class S-1 Common Stock, Class S-2 Common Stock, Class T-1 Common Stock and Class T-2 Common Stock shall be treated as a single class for purposes of this Section 4.8.
Notice and Exercise. Provided no default by Tenant shall have occurred and be continuing under this Lease and subject to Sections 4.9.7 and 8.21 and the terms hereinafter set forth, Tenant shall have the option, upon written notice (the "Expansion Notice") given to Landlord no later than forty-eight (48) months before the Stated Expiration Date, to expand the Premises by one additional full floor (or between forty thousand and forty-nine thousand square feet of Rentable Area), as selected by Tenant within the Expansion Envelope (the "Expansion Space"). The "Expansion Envelope" shall be defined as Floors 2 (subject to Sections 8 and 9 of this Exhibit E), 4 and 6 of Transamerica Square or, if Landlord has relocated, or notified Tenant that it will relocate, Tenant to Comparable Space, then the Expansion Envelope shall be space within the new building which has been pre-selected pursuant to Section 8.21. Landlord shall deliver the Expansion Space to Tenant as soon as reasonably possible after Landlord's receipt of Tenant's notice of exercise of Tenant's option, but not later than twelve (12) months after Landlord's receipt of the Expansion Notice. If Tenant's Expansion Notice so requests, and Landlord has the ability to deliver without incurring substantial additional expense, then Landlord shall deliver the Expansion Space to Tenant within six (6) months following receipt of the Expansion Notice, or as soon thereafter as reasonably possible. The Base Rent for the Expansion Space shall be the fair market value rental rate for Comparable Space leased by non-renewal, nonequity tenants with creditworthiness similar to Tenant's (the "Market Rate") taking into consideration factors such as lease commissions, construction allowances, lease term, square footage, and creditworthiness of Tenant. Tenant's occupancy of the Expansion Premises shall be subject to all other terms and conditions of this Lease and shall, in addition, be subject to Tenant's obligation to pay Tenant's proportionate share of operating expenses of the Building.
Notice and Exercise. Provided no Event of Default is continuing under this Lease and Tenant has not assigned this Lease nor sublet all or any portion of the Revised Premises, Tenant is hereby granted the option to extend the Term for the Revised Premises once for an additional period of three (3) years (the “Extension Term”) commencing as of December 1, 2006 on the same terms and conditions as contained in the other provisions of this Lease other than any upfitting allowance (Tenant accepting the Revised Premises in its “as, is” condition), additional renewal options and as otherwise provided in this Section. This option shall be exercised only by delivery of written notice (the “Renewal Notice”) to Landlord no later than March 1, 2006. The Minimum Rental for the Revised Premises during the Extension Term shall be the then fair market rental (“Market Rate”) applicable to the Revised Premises. Tenant shall continue to pay its Proportionate Share of Tenant Expenses for the Revised Premises throughout the Extension Term.
Notice and Exercise. The Transferring Shareholder shall give Bingxxx xxx the Other Shareholders written notice of his or her intention to Transfer, and the Other Shareholders, within five Business Days after receiving that notice (the "NOTICE PERIOD"), shall notify the Transferring Shareholder in writing as to their intention with respect to the exercise of this option and, if exercising this option, shall complete the purchase of all such Stock for cash (or in other good funds) within the Notice Period.
Notice and Exercise. The Investor, upon proposing to make a Proposed Transfer must deliver a Proposed Transfer Notice to the Company not later than thirty (30) days prior to the commencement of such Proposed Transfer. Such Proposed Transfer Notice shall contain the price at which the Investor is willing to undertake the Proposed Transfer and the number of Subject Shares the Investor is willing to sell as part of the Proposed Transfer. The Company shall then have the right, but not the obligation, to purchase some or all of the Subject Shares that are the subject of the Proposed Transfer Notice. To exercise its Right of First Offer and purchase all or any part of the Subject Shares listed in the Proposed Transfer Notice, the Company must deliver a Company Notice to the Investor within ten (10) days after delivery of the Proposed Transfer Notice stating the number of Subject Shares the Company is willing to purchase. If the Company does not exercise its Right of First Offer within the time allowed under this Subsection for such exercise, elects to purchase some, but not all, of the Subject Shares which are the subject of the Proposed Transfer Notice, or fails to purchase the Subject Shares which are the subject of the Company Notice in accordance with this subsection, the Investor shall be free, following the expiration of such time for exercise or such failure to purchase pursuant to any exercise, to sell the Subject Shares specified in such Proposed Transfer Notice, or those Subject Shares specified in the Proposed Transfer Notice which are not accepted for purchase by the Company in the Company Notice, on terms no less favorable to the Investor than the terms specified in such Proposed Transfer Notice. Investor shall promptly disclose in writing to the Company the price at which any such Subject Shares were ultimately sold. Any Proposed Transfer by the Investor that would be on terms less favorable to the Investor than the terms specified in the Proposed Transfer Notice shall be subject to Section 3.2 and require a new Proposed Transfer Notice before the Proposed Transfer can be undertaken.
Notice and Exercise. No later than [***], BioNTech shall notify Genentech that BioNTech has an interest in exercising its Co-Promotion Option [***]. Following receipt of such notice, Genentech shall (i) conduct a sales force sizing analysis for the applicable Co-Promotion Candidate Product [***], and (ii) provide the results of such analysis, as soon as reasonably practicable, but in any event no later than [***] months before the anticipated date of Commercial Readiness, to BioNTech for review and comment along with the percentage of such sales force for which BioNTech may exercise its Co-Promotion Option; provided that, following the first such BioNTech notice to Genentech that specifies countries other than or in addition to the U.S., Genentech shall provide the results of such sales force sizing analysis for any such countries that are European Union countries no later than [***] months before the anticipated date of Commercial Readiness.
Notice and Exercise. Provided no Event of Default is continuing under this Lease and Tenant has not assigned this Lease nor sublet all or any portion of the Triangle J Space, Tenant is hereby granted the option to extend the Triangle J Space Term once for an additional period of one (1) year and four (4) months (the “Triangle J Space Extension Term”) commencing upon the expiration of the Triangle J Space Term on the same terms and conditions as contained in the other provisions of this Lease other than any upfitting allowance (Tenant accepting the Triangle J Space in its “as, is” condition), additional renewal options and as otherwise provided in this Section. This option shall be exercised only by delivery of written notice (the “Renewal Notice”) to Landlord no later than six (6) months prior to the expiration of the Triangle J Space Term. The Minimum Rental for the Triangle J Space shall be the greater of
(i) Eleven and 37/100 Dollars ($11.37) per rentable square foot of floor area in the Triangle J Space, or (ii) the then fair market rental (“Market Rate”) applicable to the Triangle J Space. Tenant shall continue to pay its Proportionate Share of Tenant Expenses for the Triangle J Space throughout the Triangle J Space Extension Term.
Notice and Exercise. 4.3.1. In the event that the Company proposes to undertake an issuance of New Securities, it shall give each Series B Holder written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Each such Holder shall have twenty (20) business days from the date of mailing of any such notice to agree to purchase its pro rata share of such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.
4.3.2. The Company shall promptly, in writing, inform each Series B Holder which purchases all the New Securities available to it ("Fully-Exercising Holder") of any other Series B Holder's failure to do likewise. During the ten (10) business day period commencing after such information is delivered to each Fully-Exercising Holder, each Fully-Exercising Holder shall be entitled to obtain that portion of the New Securities for which Series B Holders were entitled to subscribe, but which were not subscribed for by such Holders, which is equal to the proportion that the number of Registrable Securities then held by such Fully-Exercising Holder bears to the total number of shares of Registrable Securities then held by all Fully-Exercising Holders who wish to purchase some of the unsubscribed shares.
4.3.3. Notwithstanding the foregoing, the Company shall not be required to offer or sell New Securities to any Series B Holder who would cause the Company to be in violation of applicable federal or state securities laws by virtue of such offer or sale.
