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.
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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 Shares from the Seller and the Seller shall sell all of the Shares 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:
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.
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
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

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 Aircraft Option Exercise Date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

  • Option Exercise Period Check One:

  • Option Exercise Fee Subject to Section 3.2 of the Master Collaboration Agreement, the Parties acknowledge and agree that Celgene will pay the Phase 1 Option Exercise Fee (as defined in the Master Collaboration Agreement) for the Licensed Program in accordance with the Master Collaboration Agreement.

  • 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 This Option shall be first exercisable as to 25% of the Shares on each of the first four anniversary dates of this Agreement. To the extent the Option is not exercised by the Optionee when it becomes exercisable, it shall not expire, but shall be carried forward and shall be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter defined.

  • 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 The Option may be exercised in whole or in part by filing a written notice with, and which must be received by, the Secretary of the Company at its corporate headquarters prior to the Expiration Date. Such notice shall (a) specify the number of shares of Stock which the Participant elects to purchase; provided, however, that not less than one hundred (100) shares of Stock may be purchased at any one time unless the number purchased is the total number of shares available for purchase at that time under the Option, and (b) be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company, or, at the discretion of the Committee at any time: (a) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock acceptable to the Committee (including, if the Committee so approves, the withholding of shares otherwise issuable upon exercise of the Option) and having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (b) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

  • 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.

  • Non-Exercise If the Company and/or its assigns do not collectively elect to exercise the Right of First Refusal within the Option Period or such earlier time if the Company and/or its assigns notifies the Holder that it will not exercise the Right of First Refusal, then the Holder may transfer the Shares upon the terms and conditions stated in the Transfer Notice, provided that:

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