Option to Sample Clauses

Option to. “Step-in” to Prosecute and Maintain Patent Rights. (a) If the Lead Prosecuting Party, at any time, determines that it shall cease Prosecution of any particular Patent Rights as to which it is the Lead Prosecuting Party pursuant to Section 8.3.1 (on a country-by-country basis in the Territory), including as to any particular claims in such Patent Rights, then such Party shall give written notice to the other Party of such determination (such notice to be given at least sixty (60) days prior to any deadline for filing or providing a response which would cause such Patent Rights to lapse or be abandoned), and, in such case, shall permit the other Party, at its sole discretion, to continue Prosecution of such Patent Rights at its sole expense (unless the Lead Prosecuting Party is ceasing such Prosecution in favor of other Patent Rights for strategic reasons that will likely benefit the over all patent protection for a Product). If the other Party so elects to continue Prosecution of the applicable patent, it shall become the “Lead Prosecuting Party” with respect thereto, and the Party that is declining such Prosecution efforts shall execute such documents and perform such acts as reasonably necessary to permit the undertaking Party to continue such Prosecution on the Parties’ behalf, in a timely manner. In addition, either Party may, at any time, give notice to the other Party of its election to cease sharing costs with respect to the Prosecution and maintenance of a Shared Cost Patent and, in such case, the costs incurred with respect to such patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit. (b) If the Lead Prosecuting Party elects to discontinue Prosecution of Patent Rights or, with respect to the Shared Cost Patents, either Party elects to cease sharing the costs of Prosecution (such Party, the “Disclaiming Party”) then upon the other Party’s request, the Disclaiming Party shall assign all of its rights, title and interest in any such Patent Rights (for clarity, in which the Disclaiming Party has an ownership interest) at no cost to the non-disclaiming Party. If Astellas elects to cease funding a Shared Cost Patent or elects to cease funding the cost of Prosecution of an Ambit Licensed Patent that is not a Shared Cost Patent, then such Patent Rights shall thereafter be excluded from the license grants to Astellas in Section 3.1.1; provided, however, that upon written notice to...
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Option to. CENTOCOR ------------------------------- 6.01 In view of CENTOCOR's support for research hereunder and for research which was subject to the October 18, 1981 Agreement, XXXX-XXXXXX grants to CENTOCOR a non-exclusive, world-wide, irrevocable royalty-bearing license under all XXXX-XXXXXX rights including patent rights (rights arising from patent applications and/or issued patents) in this Field and funded under this Agreement or the October 18, 1981 Agreement and XXXX-XXXXXX know-how covering products and/or methods arising out of this research. The royalty shall be [**] of the NET selling price. The NET selling price shall mean the sales price of products actually charged by CENTOCOR, its affiliates, or licensees in the Field of this Agreement. In the event XXXX-XXXXXX grants a license to any third party with respect to the Field of interest which provides for a lower rate of royalties with respect to the practice of such XXXX-XXXXXX invention, the royalty payable by CENTOCOR shall be reduced to the rate paid by the third party. The XXXX-XXXXXX further grants to CENTOCOR an option based on an agreement negotiated in good faith by the parties to obtain, whenever possible and desired by CENTOCOR, an exclusive, world-wide, royalty-bearing license in the Field for a maximum period possible under any or all of said XXXX-XXXXXX patent rights and know-how to make, have made, use and/or sell products and to practice methods developed in this research. If such option is exercised, the royalty shall be [**] of the NET selling price, defined as previously noted. Royalties shall be paid to the XXXX-XXXXXX as long as the product is marketed by CENTOCOR and/or by another corporation as noted in other areas of this Agreement CENTOCOR shall not have the right to sublicense or assign its rights or delegate its obligations under licenses resulting from this Agreement, without XXXX-XXXXXX'x prior approval, except that CENTOCOR may assign this Agreement to an entity with which it merges or consolidates or to a corporation of which it owns at least 50% of the equity. 6.02 If XXXX-XXXXXX and CENTOCOR are unable to agree upon suitable terms for any particular license, and XXXX-XXXXXX has a bona fide offer of license from a third party, CENTOCOR shall have the right to match this offer within one (1) month from the date of notification of such offer from a third party and to thereby receive the license upon the same terms in lieu of said third party. 6.03 The XXXX-XXXXXX further a...
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Option to. Terminate This Lease Lessee is hereby granted the one-time option to terminate this Lease effective December 31, 1999, by giving the lessor not less than 90 days' prior written notice, said notice to be accompanied by a payment of $100,000.00 which, should said option to terminate be exercised, constitutes the consideration for the early termination of this Lease. DATED this _____ day of _________,1998. CROWN WE REALTY, L.L.C. By: _____________________ By: ________________________ Title: President Title: President STATE OF WASHINGTON )ss. County of Spokane On this day personally appeared before me RIXXXXX X. XXXXXXXX, and on oath stated that he was authorized to execute the instrument and acknowledged it as the President of CROWN WEST REALTY,, L.L.C.; to be the free and voluntary act of such party for the uses and purposes therein mentioned. GIVEN under my hand and official seal this ______ day of ________________.
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Option to determine In case the Demised Premises or the Building or the Estate shall be destroyed or so damaged by any of the Insured Risks as to be unfit for occupation or use and reinstatement of the Demised Premises and/or the Building and/or the Estate (as the case may be) is or would be frustrated or impossible or if there is no reasonable prospect of being able to reinstate the same within the period for which the Landlord covenants to insure against the loss of rent hereunder, then this Lease may at the option of the Landlord be determined by the Landlord giving to the Tenant six months' written notice at any time Provided That if this Lease shall be determined then the Landlord shall not be required to lay out the net proceeds of the insurance referred to in sub-clauses 6. 1.1 and 6. 1.4 in reinstatement and all such insurance moneys shall belong to the Landlord absolutely
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Option to. TAKE Provided Tenant is not in default beyond all notice and applicable cure periods hereunder, Tenant shall have the right to accept a grant of the Premises from the City at any time during the Term, including any Extended Term, of this Lease and after five (5) years after the completion of the ULV Expansion Project (the “Take Option”), upon giving notice in writing to Landlord (the “Purchase Notice”) at least sixty (60) days prior to the expiration of the initial Term or any Extended Term hereof of Tenant’s intention to purchase the Premises.
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Option to. TERMINATE AGREEMENT. In the event that any payment otherwise due from Applicant to District under Article IV, Article V, and/or Article VI of this Agreement with respect to a Tax Year is subject to reduction in accordance with the provisions of Section 7.1 above, then the Applicant shall have the option to terminate this Agreement. Applicant may exercise such option to terminate this Agreement by notifying District of its election in writing not later than the July 31 of the year next following the Tax Year with respect to which a reduction under Section 7.1 is applicable. Any termination of this Agreement under the foregoing provisions of this Section 7.2 shall be effective immediately prior to the second Tax Year next following the Tax Year in which the reduction giving rise to the option occurred.
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Option to. TERMINATE in the Rider to Lease Agreement attached to the Lease dated August 11, 1995 is deleted from the Lease and shall have no further force or effect. Except as hereinabove amended, this Lease shall remain in full force and effect in accordance with its terms.
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Option to. CANCEL Lessee shall have the option to cancel this Lease prior to the commencement there of in the event the Bank does not receive its charter, without further obligation. However, it will abandon the improvements provided for in Section 21.4 by Lessee.
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Related to Option to

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • Option (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

  • Stock Option Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Stock Option Award In the event of Employee’s involuntary Termination of Employment without Cause or Termination of Employment due to a resignation by Employee for Good Reason that, in either case, occurs on or before the second anniversary of a Change in Control, the Stock Option Award shall become exercisable immediately (whether or not previously exercisable) and shall remain exercisable for the three year period following such Termination of Employment. For this purpose, “Good Reason” has the same meaning determined by Employee’s written employment agreement in effect on the Grant Date. In the event there is no such agreement or definition, then Good Reason means the initial existence of one or more of the following conditions, arising without the consent of the Employee: (1) a material diminution in Employee’s base compensation; (2) a material diminution in Employee’s authority, duties, or responsibilities, so as to effectively cause Employee to no longer be performing the duties of his position; (3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report.

  • Stock Option Grants EMPLOYEE shall receive options to purchase Class A common stock of XM Satellite Radio Holdings Inc. (“XM Stock”) on the following terms. (a) On the Effective Date of the Amendment, XM will grant EMPLOYEE an option to purchase Three Hundred Fifty Thousand (350,000) shares of XM Stock. Additional stock options shall be awarded at the discretion of the Compensation Committee and the Board of Directors. (b) The options granted pursuant to Article 3.7(a) hereof will be non-qualified. The exercise price for such options shall be, with respect to each grant, the closing price of XM Stock on the date of grant. (c) Subject to the provisions of Article 4 hereof, the options granted pursuant to Article 3.7(a) hereof will vest and become exercisable on the following schedule: with respect to each grant, one third of the shares covered by the option shall become exercisable on the first anniversary of the grant, one third of the shares covered by the option shall become exercisable on the second anniversary of the grant, and one third of the shares covered by the option shall become exercisable on the third anniversary of the grant. In addition to the annual vesting requirement, the initial options granted upon the amendment of the contract shall also require that EMPLOYEE will not sell, pledge or otherwise dispose of shares issued upon the exercise of such initial options until the first to occur of the following: (i) the average closing price of XM Stock on the Nasdaq National Market system, or principal stock exchange on which shares of XM Stock are then listed, over any 20 consecutive trading days following the date of grant equals or exceeds $10, or (ii) seven years have elapsed since the date of grant. In the event that EMPLOYEE holds non-vested options at the time his employment by XM terminates, such non-vested options shall vest or shall be forfeited, as the case may be, in accordance with the provisions of Article 4 hereof. (d) Vested options may be exercised within ten (10) years of the date on which they were granted. In the event that EMPLOYEE holds unexercised vested options at the time his employment by XM terminates, such vested options may be exercised within the time periods set forth in Article 4 hereof. (e) XM agrees that the XM Stock to be issued to EMPLOYEE upon his exercise of the options granted pursuant to Article 3.7(a) hereof will be registered for sale to the public on XM’s Form S-8 Registration Statement.

  • Option Granted In consideration of the payment of RMB10 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

  • Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Option Agreement Each Option granted pursuant to this Section 9 shall be evidenced by a written stock option agreement, which shall be executed by the Non-employee Director and the Company.