Option Exercise Procedures Sample Clauses

Option Exercise Procedures. (a) Investor may exercise the Option by delivering to Parent and the Company a written notice substantially in the form attached hereto as Exhibit B (the “Option Notice”), at any time during the Option Exercise Period, stating Investor’s election to exercise, subject to Sections 3.02(c)(ii) and 3.02(c)(iv), the Option and the number of Option Shares to be acquired pursuant to such exercise, provided that Investor may elect to exercise the Option in full (the “Full Option Exercise Election”), in which case, the number of Option Shares, when taken together with the Acquired Shares immediately prior to such issuance of the Option Shares, shall be equal to 30% of the Fully-Diluted Equity (after taking into account any applicable Post-Closing Redemption) immediately after such issuance of the Option Shares and, in the event that the Option Closing is completed contemporaneously with the consummation of a Qualified IPO, after taking into account the Securities to be issued in such Qualified IPO (including any Securities issued upon the exercise of any over-allotment option granted to any underwriters in connection with such Qualified IPO) (the “Full Option Exercise Amount”). Upon an exercise of the Option as evidenced by the delivery of an Option Notice pursuant to this Section 3.04(a) and subject to Sections 3.02(c)(ii) and 3.02(c)(iv), Investor agrees to purchase, and each of the Company and Parent agrees to issue, allot and/or transfer, as the case may be, to Investor and/or its Permitted Transferees, as applicable, in each case pursuant to the terms and conditions of this Article III, the number of Option Shares set forth or described in the Option Notice evidencing such exercise of the Option. The (i) issue and allotment by the Company to Investor of any Option Shares that are not Parent Option Shares, Redemption Option Shares or Employee Option Shares (the “Company Option Shares”) and the Redemption Option Shares, (ii) transfer by Parent to Investor of the Parent Option Shares to Investor and/or (iii) transfer by the Option Employees to Investor of the Employee Option Shares (an “Option Closing”) shall be completed as soon as reasonably practicable and in any event within ninety (90) days after the date of the Option Notice at such time and place as may be reasonably agreed between Investor and the Company, provided that in the event that the Company has commenced a U.S. Qualified IPO, the Option Closing shall be completed contemporaneously with, and subje...
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Option Exercise Procedures. 19.3.1 If Lessee elects to exercise an Option, it shall do so by delivery of written notice of such election to Lessor not less than six (6) and no more than the twelve (12) months prior to the expiration date of the Original Term or extension period, as applicable.
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Option Exercise Procedures. The Company may elect to purchase all or any portion of such 2006 Employee Investor’s Employee Units by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Employee Units within 90 days after such 2006 Employee Investor’s Termination. The Repurchase Notice shall set forth the number of Unvested Units and Vested Units to be acquired from each holder of such 2006 Employee Investor’s Employee Units, the aggregate consideration to be paid for such Employee Units and the time and place for the closing of the transaction. The number of Employee Units to be repurchased by the Company shall first be satisfied to the extent possible from the Employee Units held by such 2006 Employee Investor at the time of delivery of the Repurchase Notice. If the number of Employee Units then held by such 2006 Employee Investor is less than the total number of Employee Units the Company has elected to purchase, the Company shall purchase the remaining Employee Units elected to be purchased from the other holder(s) of such 2006 Employee Investor’s Employee Units under this Agreement, pro rata according to the number of such 2006 Employee Investor’s Employee Units held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as close as practicable to the nearest whole units). The number of Unvested Units and Vested Units to be repurchased hereunder shall be allocated among such 2006 Employee Investor and the other holders of such 2006 Employee Investor’s Employee Units (if any) pro rata according to the number of such 2006 Employee Investor’s Employee Units to be purchased from such persons in accordance with the preceding sentence.
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Option Exercise Procedures. Tenant may exercise its Premises C Extension Option with respect to the First Premises C Extension Term by giving Landlord written notice (“Premises C Exercise Notice”) to Landlord on or before December 31, 2004. If Tenant timely and properly exercises its option to extend the term of the Building 1400 Lease with respect to the Premises C Extended Term Portion for the First Premises C Extension Term, then Tenant may exercises its right to extend the term of the Building 1400 Lease in respect of the Second Premises C Extended Term by giving Landlord a written Premises C Exercise Notice on or before November 25, 2011; provided, however, in the event Landlord fails to deliver to Tenant a written statement of Landlord’s reasonable, good faith estimate of the Fair Market Rental Value for Premises C on or before October 25, 2011, then the date on which the Premises C Exercise Notice for the Second Premises C Extended Term is due shall be extended for an additional period commencing on the November 25, 2011 and ending thirty (30) days after the date Landlord delivers to Tenant the written statement of Landlord’s reasonable, good faith estimate of the Fair Market Rental Value for Premises C. If Tenant fails to timely give a Premises C Exercise Notice, Tenant shall have no further right to extend the term of the Lease in respect of Premises C, time being of the essence of Tenant’s rights under this Section 5. Upon the timely giving of the Premises C Exercise Notice, the term of the Lease in respect of the Premises C Extended Term Portion shall be deemed extended for the applicable Premises C Extended Term upon all of the terms and conditions of the Building 1400 Lease applicable to the Premises C Extended Term Portion in effect immediately preceding the commencement of the Premises C Extended Term, except as hereinafter set forth.
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Option Exercise Procedures. Shinyoung may exercise the Warrant Option by giving written notice to the Sponsor and X. Xxxxx during the Option Period (the “Warrant Option Exercise Notice”) at least sixty-one (61) days’ prior to the closing of such exercise. Xxxxxxxxx’s election to exercise the Warrant Option is in Xxxxxxxxx’s sole and absolute discretion, and Xxxxxxxxx shall have no obligation to exercise the Warrant Option. The Warrant Option Exercise Notice may not be revoked or withdrawn by Xxxxxxxxx without the written consent of the Sponsor and X. Xxxxx.
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Option Exercise Procedures. Optionee may exercise the Option only by the giving of written notification of such exercise to Tribune Denver at any time during the earlier to occur of (a) the period (the “Early Exercise Period”) commencing on the date that Tribune Denver provides written notification to Optionee (“Early Notification”) that Optionee may exercise the Option and ending sixty (60) days after the date of the Early Notification and (b) the period (the “Exercise Period”) commencing on the third anniversary of the date hereof and ending thirty (30) days after such third anniversary. If the Option is properly exercised, Tribune Denver and Optionee shall be required to consummate the purchase and sale of the Purchased Assets, and the assumption of the Assumed Liabilities, in accordance with this Agreement (including the provisions of Section 7.4 of this Agreement). Notwithstanding
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Option Exercise Procedures. Each exercise of the Option shall be -------------------------- by means of a written notice of exercise delivered to the Secretary of the Company at its principal executive office, specifying the number of Shares to be purchased and accompanied by payment in cash or by certified or cashier's check payable to the order of the Company of the full purchase price of the Shares to be purchased or in whole or in part by the surrender to the Company of shares of previously acquired Common Stock which shall be valued at the fair market value on the date this Option is exercised. For purposes of this Agreement, "fair market value" of stock means, as of any given date, (a) the closing sale price of a share of the Company's Common Stock on the principal exchange on which shares of Common Stock are then trading, if any, on such date, or if shares are not traded on such date, then on the closest preceding date on which a trade occurred, or (ii) if the Company's Common Stock is not traded on an exchange, the mean between the closing representative bid and asked prices for the Common Stock on such date as reported by NASDAQ, or, if NASDAQ is not then in existence, by its successor quotation system, or (iii) if the Company's Common Stock is not publicly traded, the fair market value as determined by the Company's Compensation Committee of the Board of Directors acting in good faith and considering all relevant and available information and data. Upon receipt of the notice and purchase price in proper form, and of a written unqualified representation and warranty of the Optionee to the effect that the Optionee is acquiring the Shares specified in the notice for his own account for investment and not with a view to, or for sale in connection with, the distribution of any Shares, and not for resale or redistribution, in a form approved by the Company, the Company shall make immediate delivery of the Shares issuable to the Optionee provided that, if any law or regulation requires the Company to take any action with respect to the Shares specified in the notice before issuance thereof, then the date of delivery of the Shares shall be extended for the period required by the Company to take the action.
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Option Exercise Procedures. To exercise either of the options in Sections 5.1 and 5.2, the option holder must give written notice to the party granting the option prior to the option’s expiration. Upon such exercise the parties shall diligently and in good faith negotiate the terms of the license. The terms shall include a commercially reasonable royalty and such other terms as are customarily included in such a license.
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Option Exercise Procedures 
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Related to Option Exercise Procedures

  • Exercise Procedures The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Exercise Procedure (i) This Warrant shall be deemed to have been exercised when all of the following items have been delivered to the Company (the "Exercise Time"):

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

  • 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:

  • 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.

  • Conversion and Exercise Procedures The form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Debentures. No additional legal opinion or other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Debentures. The Company shall honor exercises of the Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Exercise Process In order to exercise the Call Right during the Exercise Period, the Purchaser or his Nominee(s) shall deliver to the Seller, a written notice of such exercise substantially in the form attached hereto as Appendix A (a “Call Exercise Notice”) to such address or facsimile number as set forth therein. The Call Exercise Notice shall indicate the number of the Seller’s Shares as to which the Purchaser or his Nominee(s) is/are then exercising his/her Call Right and the aggregate Call Price. Provided the Call Exercise Notice is delivered in accordance with Section 5.4 to the Seller on or before 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “Exercise Date”) of the Call Right shall be the date of such delivery of such Call Exercise Notice. In the event the Call Exercise Notice is delivered after 6:30 p.m. (New York time) on a Business Day or on a day which is not a Business Day, the Exercise Date shall be deemed to be the first Business Day after the date of such delivery of such Call Exercise Notice. The delivery of a Call Exercise Notice in accordance herewith shall constitute a binding obligation (a) on the part of the Purchaser or his Nominee(s) to purchase, and (b) on the part of the Seller to sell, the Seller’s Shares subject to such Call Exercise Notice in accordance with the terms of this Agreement.

  • 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.

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