Option Period/Triggering of Options; HSR and Equivalent Sample Clauses

Option Period/Triggering of Options; HSR and Equivalent. (a) Subject to Sections 4.3.1(b), 6.3 and 13.1, GSK may exercise its Program Option, if any, with respect to any Program only by delivering to Targacept a written notice of exercise, not later than [********] (as may be extended as provided below pending clearance under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (15 U.S.C. §18a), as amended (“HSR”), and, in any case, subject to Section 3.7.3) after the applicable PoC Trial Report is provided or made available to GSK (such date, the “Report Date”), specifying the Program (and corresponding Progressed Compounds) as to which the Program Option is being exercised. The period extending from the Report Date until [********] after the Report Date, or such later date as the Parties may mutually agree, is the “Option Period”; provided that GSK agrees that, if it determines not to exercise a Program Option prior to expiration of the Option Period, it shall in good faith provide written notice to Targacept promptly upon such determination and the date on which any such notice is given shall constitute the last day of the Option Period. GSK shall use reasonable efforts to determine within [********] following receipt of the PoC Trial Report whether the exercise of any Program Option by GSK requires notifications to be filed by either or both Parties with either or both of the U.S. Federal Trade Commission and the U.S. Department of Justice (or any U.S. governmental authority which may hereafter have responsibility for such matters) under HSR, or with relevant foreign governmental authorities under any similar foreign law (each, a “Relevant Authority”). If either Party reasonably determines in good faith, based on advice of counsel, that any such notification is required: (i) the Parties shall (A) reasonably cooperate with each other to coordinate, diligently prepare and file such notifications promptly after it is determined that such filing(s) is required, provided that all filing, registration or similar fees associated therewith shall be borne by GSK, and (B) use reasonable efforts to respond promptly to any requests for additional information made by any Relevant Authority and to cause the waiting period (or any extension thereof) under HSR or any similar foreign law to terminate or expire at the earliest possible date after the date of filing; and (ii) the Option Period shall be extended automatically for [********] from the expiration of the original Option Period (the “Option Period Extension”) in...
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Related to Option Period/Triggering of Options; HSR and Equivalent

  • Exercise Period Vesting Unless expired as provided in Section 3 of this Agreement, this Option may be exercised from time to time after the Date of Grant set forth above (the "DATE OF GRANT") to the extent the Option has vested in accordance with the vesting schedule set forth below. The Shares issued upon exercise of the Option will be subject to the restrictions on transfer set forth in Section 11 below. Provided Participant continues to provide Continuous Service to the Company or any Affiliate, the Option will become vested as follows: PERCENTAGE OF VESTING DATE VESTED SHARES ------------ ------------- % % %

  • Exercise Period of Option Subject to the terms and conditions of this Stock Option Agreement and the Plan, and unless otherwise modified in writing signed by the Company and Optionee, this Option may be exercised with respect to all of the Shares subject to this Option, but only according to the vesting schedule described in Section 9 below, prior to the date which is the last day of the Term set forth on the face hereof following the Grant Date (hereinafter "Expiration Date").

  • Period of Exercisability Section 3.1 - Commencement of Exercisability ----------- ------------------------------

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Exercisability of Option Unless otherwise provided in this Agreement or the Plan, this Option shall entitle the Participant to purchase, in whole at any time or in part from time to time, to the extent the Option is vested in accordance with the vesting schedule herein, the Shares subject to this Option, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining Option Period.

  • Date of Grant; Term of Option This Option is granted as of , 2005 (the “Date of Grant”), and it may not be exercised than later than the date that is ten (10) years after date of grant, subject to earlier termination, as provided in the Plan.

  • Exercisability of Options Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine in its sole discretion. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option.

  • Vesting of Option The Option shall be 100% vested upon the date of grant.

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

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