Option Notice. The term “
Option Notice. Legacy shall notify Primary immediately in writing upon (i) Ag Partner’s exercise of its Option under the Existing Ag Agreement to be granted exclusive rights to make, have made, use, sell, and import Viamet Derived Products incorporating any particular VDC or Derivatives thereof and (ii) the expiration of the Option Term with respect to any VDC, specifying in such notice the identity and structure of the VDC subject to such exercise or expiration and the date of any such exercise or expiration.
Option Notice. 1. We refer to the Put Option Agreement dated as of [•] 2015 between LATAM Airlines Group S.A. and MaplesFS Limited (the "Put Option Agreement").
Option Notice. Section 1.02
Option Notice. In the event that Optionee desires to exercise the Option, Optionee shall send written notice to Optionor that Optionee is exercising the Option to purchase the Membership Interests hereunder. Optionor shall send notice to its members within fifteen (15) days of receipt of such notice.
Option Notice. VGS will provide Grantor written notice of its intent to exercise the option at any time after the Effective Date and on or before 11:59 p.m. (ET) on the last day of the Option Period (the “Option Notice”). The Option Notice must be delivered to Grantor’s mailing address and email account set forth on the payment direction form. Where requested by VGS, Grantor shall review and assist with a property questionnaire to prepare documents for the “Closing” as defined below.
Option Notice. Each Option must be exercised, if at all, by written notice irrevocably exercising the Option (“Option Notice”) delivered by Tenant to Landlord not earlier than fifteen (15) months nor later than twelve (12) months prior to the Expiration Date. Each Option must be exercised as to a minimum of either or both of (a) floors two (2) through five (5) of the Building and/or (b) floors six (6) through ten (10) of the Building (each, a “Tranche”); provided, however, that Tenant may exercise each Option as to one Tranche and any number of contiguous whole floors of the Building in the other Tranche. If Tenant validly exercises the first Option for less than the entire Premises, the Lease Term (and all related rights, including the right to exercise the second Option) shall end and expire as of the initial Expiration Date as to that portion of the Premises not subject to the first Option, subject to the terms of this Lease. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the Expiration Date (a) an Event of Default has occurred and is continuing, (b) Tenant has assigned this Lease or its interest therein, other than to a Permitted Transferee, (c) Tenant and/or any Permitted Transferee is occupying less than eighty percent (80%) of the square footage of the Premises subject to the Option Term, or (d) the Letter of Credit has been terminated. Provided Tenant has properly and timely exercised an Option, the Lease Term shall be extended for the period of the Option Term and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth below and that the Base Year for each Phase of the Premises shall be reset to the calendar year in which the applicable Option Term will commence, and the amount of the Letter of Credit for each applicable Option Term shall at all times during such Option Term be equal to the amount of the Letter of Credit required immediately prior to the commencement of the applicable Option Term, as adjusted to reflect the relative change in the total RSF constituting the Premises after the Commencement of the Option Term if Tenant only elects to exercise its option to lease one (1)
Option Notice. Parent shall not assume any Company Options (as defined in Section 2.05) or any other options, warrants or other rights to acquire Company Stock. Promptly after the date of this Agreement, the Company shall send a notice (the “Option Notice”) to all holders of Company Options, in accordance with the applicable Stock Plans (as defined in Section 3.04(b)), which notice shall notify such holders (a) of the execution and delivery of this Agreement, (b) that Parent and the Surviving Corporation shall not be assuming or substituting for any Company Options following the Effective Time, (c) that all unvested Company Options shall become vested and immediately exercisable upon receipt of the Stockholder Approval (as defined in Section 3.16), (d) that all Company Options that are not exercised on or before the Option Exercise Date shall be cancelled as of such date, and (e) that any holder of Company Options which are not exercised prior to the Option Exercise Date and are cancelled in accordance with the terms of the Option Notice shall be entitled to the payment provided in Section 2.05. It is agreed and understood that for all purposes of this Agreement the parties will not treat as exercised (and will instead treat as outstanding unexercised Company Options) any Company Option that the holder has purported to exercise, unless prior to the Option Exercise Date (i) the holder of the Company Option has fully complied with the conditions to such exercise and the holder’s obligations with respect to such exercise as set out in the applicable Stock Plan, if applicable, the Option Notice and the applicable Company Option documentation (including without limitation by paying in full the applicable purchase price for the shares subject to that Company Option and any applicable amounts required to be paid in respect of withholding obligations under the applicable Stock Plan and applicable law), (ii) the Company has issued a valid certificate for the shares of Company Stock purchased upon exercise of that Company Option, as determined by Parent in its reasonable discretion, and (iii) such shares are reflected as being outstanding on the Closing Certificate. The Option Notice shall include specific procedures, mutually acceptable to Parent and the Company, to facilitate the exercise of Company Options as of the Option Exercise Date.
Option Notice. The Option Notice shall specify (i) the total number of Option Shares that the Investor wishes to exercise and (ii) the date that the closing (the “Stock Option Closing”) with respect to such exercise shall take place (it being understood and agreed that the Stock Option Closing shall occur on such date specified in the Option Notice, subject to extension in connection in case of any required regulatory approval). In addition, each Option Notice shall contain the following representations by Investor: Investor represents and warrants to the Company that Investor is acquiring the Option Shares that are the subject of this notice of exercise for its own account and not with a view to distribution or resale in any manner which would be in violation of the Securities Act of 1933, as amended (the “Act”). Investor understands that the Option Shares it is acquiring upon this exercise constitute “restricted securities” under applicable United States federal securities laws, and Investor may dispose of such shares only pursuant to an effective registration statement under the Act or an exemption from registration if available. Investor has made, either alone or together with its advisors, such independent investigation of the Company, its management and related matters as Investor deems to be, or such advisors have advised to be, necessary or advisable in connection with the investment in the Company contemplated by this option exercise; and Investor and its advisors have received all information and data that Investor and such advisors believe to be necessary in order to reach an informed decision as to the advisability of such option exercise.
Option Notice. Each Option must be exercised, if at all, by written notice irrevocably exercising the Option (“Option Notice”) delivered by Tenant to Landlord not earlier than fifteen (15) months nor later than twelve (12) months prior to the Expiration Date. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the Expiration Date (i) an Event of Default has occurred and is continuing, (ii) Tenant has assigned this Lease or its interest therein, other than to a Permitted Transferee, (iii) Tenant and/or any Permitted Transferee has not exercised the option to extend as to at least one “Tranche” (as that term is defined in the Office Lease) of the premises demised under the Office Lease and is not in physical occupancy of, and conducting business in, said Tranche, or (iv) the Letter of Credit has been terminated (without the delivery of a replacement letter of credit as contemplated by the Office Lease). Provided Tenant has properly and timely exercised an Option, the Lease Term shall be extended for the period of the Option Term and all terms, covenants and conditions of this Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be modified as set forth below and that the Base Year shall be reset to the calendar year in which the applicable Option Term will commence.
