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...
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.
19.3.2 The Base Rent and method of annual increases thereto for the extension period shall be the then fair market rental rate and method for annual increases for comparable space in the area.
19.3.3 The fair market rental and method for annual increases shall be mutually agreed upon by Lessor and Lessee within thirty (30) days after Lessor’s receipt of Lessee’s written notice of the exercise of the Option (the “Agreement Period”).
19.3.4 If Lessor and Lessee are unable to so agree within the Agreement Period, each shall select an Appraiser and, within fifteen (15) days after the expiration of the Agreement Period, shall notify the other of the name, business address and telephone number of the appraiser so selected. Said two (2) appraisers shall, within thirty (30) days after the expiration of the Agreement Period, jointly select a third appraiser and shall notify Lessor and Lessee of the name, business address and telephone number of said appraiser. Each of the three (3) appraisers shall, within forty-five (45) days after expiration of the Agreement Period, make a good faith determination of the then fair market rental rate of the Premises and the method for annual increases in said rate and shall notify Lessor, Lessee, and each other appraiser of such determinations. If all appraisers do not agree on the fair market rental rate and method for annual increases, the common decision of two (2) of them shall be determinative. If two (2) of the three (3) appraisers are unable to so agree, the fair market rental rate that is neither the highest nor lowest of the three (3) determinations shall be the Base Rent and the method for annual increases shall be the method specified by the appraiser whose determination of fair market rental is used. Notwithstanding anything to the contrary in this Lease, Base Rent during an extension period shall not be less than Base Rent in effect for the last year of the Original Term or, if applicable, the extension period then ending.
19.3.5 Lessor and Lessee shall each cooperate with all reasonable requests by any of the appraisers in order to assist the appraisers in the timely performance of their duties hereunder. To be eligible to serve as an appraiser, one must ...
Option Exercise Procedures. The Company may elect to purchase all or any portion of such 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 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 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 Employee Investor at the time of delivery of the Repurchase Notice. If the number of Employee Units then held by such 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 Employee Investor's Employee Units under this Agreement, pro rata according to the number of such 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 Employee Investor and the other holders of such Employee Investor's Employee Units (if any) pro rata according to the number of such Employee Investor's Employee Units to be purchased from such persons in accordance with the preceding sentence.
Option Exercise Procedures. Tenant may exercise its right to extend the term of the Building 1400 Lease in respect of Premises B for the First Extended Term by giving Landlord written notice (“Premises B Exercise Notice”) to Landlord on or before June 24, 2006. If Tenant has timely and properly exercised its option to extend the term of the Building 1400 Lease in respect of Premises B for the First Extended Term, Tenant may exercise its right to extend the term of the Building 1400 Lease in respect of Premises B for the Second Extended Term by giving a Premises B Exercise Notice to Landlord on or before September 24, 2006. If Tenant has timely and properly exercises its option to extend the term of the Building 1400 Lease in respect of Premises B for the First Extended Term and the Second Extended Term, then Tenant may exercise its right to extend the term of the Building 1400 Lease in respect of Premises B for the Third Extended Term by giving Landlord Premises B Exercise Notice on or before December 24, 2006. Tenant may, at Tenant’s sole election, exercise its option to extend the term of the Leases in respect of Premises B for the First Extended Term and the Second Extended Term simultaneously and provide Landlord with written notice thereof in a single Premises B Exercise Notice. If Tenant fails timely to give a Premises B Exercise Notice as provided herein, Tenant shall have no further right to extend the term of the Leases in respect of any portion of Premises B, time being of the essence of Tenant’s rights under this Section 3.2.
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
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.
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.
Option Exercise Procedures. (a) If the statutory waiting period under the HSR Act in connection with all filings made pursuant to Section 6.2(a)(ii) or Section 6.8 shall have expired, the Optionee may exercise the Option by (x) giving written notification (the "Option Exercise Notice") of such exercise to the Seller and (y) delivering an HSR Clearance Certificate to the Seller, at any time commencing on the Option Effective Date and ending at 5:00 p.m., New York City time, on the date that is six (6) months prior to the third anniversary of the Option Effective Date (the "Exercise Period"); provided, however, that: (i) if the Optionee LMA is terminated pursuant to Section 13 thereof, then the Exercise Period shall end on the date that is the earlier of (x) the date that is six (6) months prior to the third anniversary of the Option Effective Date and (y) the date that is the three (3) month anniversary of the date the Optionee LMA is terminated pursuant to Section 13 thereof; and (ii) if the Optionee LMA is terminated pursuant to Section 12.2 thereof as a result of the Optionee's Breach (as defined in the Optionee LMA), then the Exercise Period shall end on the date that is the earlier of (A) the date that is six (6) months prior to the third anniversary of the Option Effective Date and (B) the date that is the two (2) month anniversary of the date the Optionee LMA is terminated pursuant to Section 12.2 thereof.
(b) If the Optionee delivers the Option Exercise Notice during the Exercise Period which is not withdrawn pursuant to this Section 2.2(b), the Seller and the Optionee shall be required to consummate the purchase and sale of the Purchased Assets, and the assumption of the Assumed Liabilities, subject to the terms and conditions of this Agreement. The Optionee may withdraw any Option Exercise Notice delivered during the Exercise Period by giving written notice of such withdrawal to the Seller at any time prior to midnight New York City time on the date that is the last day of the Exercise Period. If the Optionee withdraws an Option Exercise Notice pursuant to the preceding sentence, the Optionee may not thereafter give an Option Exercise Notice and the Optionee shall promptly reimburse all of the reasonable and documented expenses incurred by the Seller in connection with the Seller's or any of its Subsidiaries' compliance with this Agreement in reliance on such Option Exercise Notice. Notwithstanding anything contained in this Agreement to the contrary, (i) if the Optionee doe...
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.
Option Exercise Procedures
