Option Exercise Closing Sample Clauses

Option Exercise Closing. (i) If Gilead delivers an Option Exercise Notice for a Galapagos Program during the Option Exercise Period for such Galapagos Program in accordance with Section 8.2(b)(i), subject to Section 8.2(c)(v), such Galapagos Program shall become an Optioned Program at 12:01 a.m. Pacific Time on the later of the […***…] Business Day following (A) Galapagos’ receipt of such Option Exercise Notice or (B) if any Antitrust Conditions apply to the Option for such Galapagos Program, the date Gilead notifies Galapagos pursuant to Section 8.2(d) that the Antitrust Conditions applicable to the Option for such Galapagos Program have been satisfied (with respect to each such Galapagos Program, an “Option Exercise Closing”). To the extent permitted by applicable Antitrust Laws, and subject to Section 8.2(c)(v), if the Antitrust Approvals have been obtained for […***…] with respect to a Galapagos Program, then (1) an Option Exercise Closing for such Galapagos Program shall occur for […***…] and each other jurisdiction in the Territory as to which Antitrust Approval is not required or has been obtained (such Option Exercise Closing, the “Initial Option Closing”) and (2) subject to Section 8.2(e), the countries for which an Antitrust Approval is still required as of the Initial Option Closing (or any subsequent Option Exercise Closing for such Optioned Program) shall remain part of the Galapagos Territory unless and until the applicable required Antitrust Approval has been obtained. Upon each notice of receipt of any such subsequent Antitrust Approval for such Optioned Program, there shall occur an additional Option Exercise Closing for such Optioned Program with respect to the applicable jurisdictions. (ii) With respect to each Galapagos Program for which Gilead delivers an Option Exercise Notice during the applicable Option Exercise Period, except as set forth in the initial Galapagos Option Schedule of Exceptions (which Galapagos shall deliver together with the Qualifying Data Package) for such Galapagos Program and subject to Section 8.2(c)(iii), the Galapagos Option Exercise Representations for such Galapagos Program shall be made (A) subject to the initial Galapagos Option Schedule of Exceptions, as of the date that the JSC determines, pursuant to Section 1.1(b)(ii) […***…] that the data package delivered for such Galapagos Program constitutes a Qualifying Data Package and (B) subject to the updated Galapagos Option Schedule of Exceptions, as of the date of the Initial Opti...
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Option Exercise Closing. The closing with respect to exercise of the Repurchase Option shall occur not more than 30 days after the date on which the Notice of Repurchase is given, on such date and time and at such location as shall be specified by the Company, and in the absence of the specification of another site, at the Company's principal offices. At such closing, (a) the Company shall deliver to the Purchaser, or to the Purchaser's estate or personal representative, and to any Transferees, as the case may be, a check in the amount of the Purchase Price, or the Company may, in its sole discretion, cancel or forgive indebtedness of such party in the amount of the Purchase Price; and (b) the Purchaser, or the Purchaser's estate or personal representative, and any Transferees, as the case may be, shall deliver to the Company the certificates representing the Shares, duly endorsed, free and clear of any and all liens, charges or encumbrances.
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Option Exercise Closing. Upon the valid exercise of the Option, subject to the terms and conditions contained in this Agreement, Buyer shall purchase all of the Interest from the Seller and the Seller shall sell all of the Interest to Buyer, free and clear of any and all Encumbrances and the Option Exercise Closing shall occur as soon as practicable thereafter and in no circumstance later than 10 days following the Option Exercise Date, unless: (a) otherwise agreed upon in writing by all of the Parties; or (b) the Option Exercise Closing is delayed as a result of the Seller’s failure to satisfy the closing conditions required for the Option Exercise Closing provided that: (i) Seller has diligently sought, and is continuing to diligently seek, satisfaction of such closing conditions; and (ii) unless otherwise agreed upon in writing by all of the Parties, under no circumstances shall the Option Exercise Closing occur later than March 31, 2014.
Sample 1
Option Exercise Closing. The closing of the transactions contemplated by this Agreement in connection with the Option Exercise (including any licenses to be granted in connection therewith) shall take place remotely via the electronic exchange of documents and signatures as soon as practical, but no later than the [******] following the date on which all of the conditions precedent set forth in Section 2.6.2 have been satisfied or waived by the applicable Party (other than Section 2.6.2(c), which can only be satisfied or waived at the closing), or at such other time and place as Agenus and Gilead may agree upon in writing (the “Option Closing Date”).
Sample 1
Option Exercise Closing. (a) At the time the Purchase Notice or Estate Purchase Notice, as the case may be, is transmitted pursuant to Section 4(c) or 5(c) hereof, there ------------ ---- shall be deemed to be a binding agreement between such Noteholder or Estate, as the case may be, and the Company concerning the sale at the price and on the terms provided for in such notice. On the twentieth business day following receipt of such notice (or such other time as the parties to such agreement shall agree), such Noteholder or Estate, as the case may be, shall deliver to the Company the Notes and/or certificates for the Common Stock to be purchased by the Company pursuant to such notice, duly endorsed by, or accompanied by instruments of transfer in form reasonably satisfactory to the Company duly executed by, the Noteholder or his or her attorney duly authorized in writing, with signatures guaranteed by a bank or member firm of the New York Stock Exchange, and the Company will deliver to such Noteholder or Estate, as the case may be, the purchase price to be paid in cash by certified or bank cashier's check. (b) The Company may assign its right to purchase Notes and/or Common Stock pursuant to Sections 4 or 5 hereof and may designate in the Purchase ---------- - Notice any person or persons to take title to any or all of the Notes and/or Common Stock subject to such option, provided, however, that to the -------- ------- extent that any such assignee or designee shall default in its performance of any of the obligations of the Company hereunder, such assignment or designation shall not relieve the Company of its responsibility therefor.
Sample 1
Option Exercise Closing. The closing of the transactions contemplated by this Agreement in connection with the Option Exercise (including any licenses to be granted in connection therewith) shall take place remotely via the electronic exchange of documents and signatures as soon as practical, but no later than [******] following the date on which all of the conditions precedent set forth in [******] - Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Section 2.6.2 have been satisfied or waived by the applicable Party (other than Section 2.6.2(c), which can only be satisfied or waived at the closing), or at such other time and place as Agenus and Gilead may agree upon in writing (the “Option Closing Date”).
Sample 1

Related to Option Exercise Closing

  • Option Exercise To exercise its option to purchase the Option Aircraft, Buyer shall give written notice thereof to Boeing on or before the first business day of the month in each Option Exercise Date shown below:

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Time of Exercise of Option The Optionee may exercise the option granted herein at any time after the effective date of this Agreement until the date of termination of the option as provided herein.

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding 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 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 and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Method of Option Exercise A. Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice to the Company at its executive offices to the attention of the Corporate Secretary of the Company (the “Secretary”). Such notice shall state the election to exercise the Options, shall state the number of shares in respect of which it is being exercised (the “Purchased Shares”) and shall be signed by the person or persons so exercising the Options. In no case may the Options be exercised as to less than fifty (50) Shares at any one time (or the remaining Shares then purchasable under the Options, if less than fifty (50) Shares) or for a fractional Share. Except as provided in Section 5 below, the Options may not be exercised unless the Employee shall, at the time of the exercise, be an employee of the Company. During the Employee’s lifetime, only the Employee or the Employee’s guardian or legal representative may exercise the Options. B. Such notice shall be accompanied by (i) a personal check payable to the order of the Company for payment of the full purchase price of the Purchased Shares, (ii) delivery to the Company of the number of Shares duly endorsed for transfer and owned by the Employee that have an aggregate Fair Market Value equal to the aggregate purchase price of the Purchased Shares or (iii) payment therefor made in such other manner as may be acceptable to the Company on such terms as may be determined by the Compensation Committee of the Board of Directors (the “Committee”). “Fair Market Value” shall have the meaning given to that term in the 2009 Plan. In addition to and at the time of payment of the purchase price, the person exercising the Options shall pay to the Company the full amount of any federal and state withholding or other taxes applicable to the taxable income of such person resulting from such exercise in cash unless the Committee in its sole discretion shall permit such taxes to be paid in Shares. Such payment may also be made in the form of payroll withholding, at the election of the option holder. The Company shall issue the Shares of the said Purchased Shares as soon as practicable after receipt of the notice and all required payments by the person or persons exercising the Options as provided in Section 4, Subsection A above. Unless the person or persons exercising the Options shall otherwise direct the Company in writing, such Shares shall be registered in the name of the person or persons so exercising the Options and shall be delivered as aforesaid to or upon the written order of the person or persons exercising the Options.

  • Option Exercisability The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

  • Time of Exercise The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

  • Manner of Exercise of Option (a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares as to which the Option is being exercised and accompanied by payment in full for such Shares. No partial exercise may be made for less than one hundred (100) full Shares of Common Stock. Payment shall be made in accordance with the terms of the Plan. Upon such exercise, delivery of a certificate for paid-up, non- assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not less than thirty (30) and not more than ninety (90) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its Common Stock as will be sufficient to satisfy the requirements of the Option.

  • on Exercise The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within 7 days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct in compliance with applicable Securities Laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such holder is entitled upon such exercise pursuant to Section 1 or otherwise.

  • 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.

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