Optional Exercise. The Clawback Right granted under this Section may be exercised by a Series C Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to ManagerCo, together with a certified check or bank cashier's check for not less than the Clawback Price, not later than the date one (1) year after the first date that ManagerCo shall give written notice to each Holder of the occurrence of an Event of Default. At such time as a Series C Majority delivers a Clawback Exercise Notice to ManagerCo, the Series C Majority shall also deliver a copy of such notice to the Company and to each other Holder. Upon delivery of a Clawback Exercise Notice by a Series C Majority and payment of the Clawback Price to ManagerCo, notwithstanding that the Company's register of members may not have been updated or that share certificates may not immediately be delivered to the Holders, (i) the Focus Shares shall be deemed to have been transferred to the Holders pro rata, according to the respective number of Ordinary Shares held thereby (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents) at the date of the Clawback Exercise Notice, and each Holder shall be deemed to be the holder of record of the applicable number of Focus Shares, and (ii) ManagerCo shall be deemed to have transferred all rights that it may have with respect to the Focus Shares, shall no longer have any rights as a holder thereof and shall promptly deliver all certificates evidencing the Focus Shares, together with duly executed instruments of transfer with respect thereto, to such Person as is designated in the Clawback Exercise Notice to represent the Holders in such respect. The Series C Majority exercising the Clawback Rights hereunder shall have a right to seek reimbursement from each other Holder for a pro rata portion of the Clawback Price paid by the Series C Majority to ManagerCo, determined according to the respective number of Ordinary Shares held by the Holders (assuming the exercise, conversion or exchange of any Ordinary Share Equivalents) at the date of the Clawback Exercise Notice. Each other Holder shall pay such pro rata portion of the Clawback Price promptly, and in any event within fifteen (15) days after receipt of written notice from the Series C Majority requesting payment thereof, payment to be made in accordance with any payment instructions as shall be set forth in such notice. Automatic Exercise. Following the occurrence of an Event of Default under Section 0, th...
Optional Exercise. In addition to and without limiting the rights of the Holder hereof under the terms of this Warrant Certificate and the Warrant Agreement, the Holder may exercise some or all of the Warrants evidenced by this Warrant Certificate in whole or in part at any time or from time to time prior to its expiration for some or all of a number of shares of Stock of the Company having an aggregate Fair Market Value on the date of such exercise equal to the amount by which (a) the Fair Market Value of the number of shares of such Stock designated for exercise by the Holder hereof on the date of the exercise exceeds (b) the aggregate applicable Exercise Price for such shares in effect at such time. The following equations illustrate how many shares of Stock would then be issued upon exercise pursuant to this SECTION 2.02 with respect to Stock as to which the Holder has elected the option under this SECTION 2.02: Let FMV = Fair Market Value per share of Stock at date of exercise. PSP = Per share applicable Exercise Price at date of exercise. N = Number of shares of Stock desired to be exercised. X = Number of shares of Stock issued upon exercise.
Optional Exercise. (a) Except as provided in Paragraph 1.2(b), this Warrant may not be exercised at the option of the Company.
(b) The Warrant may not be exercised before ________ __, 2000 at the Company's option. Thereafter, this Warrant shall be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior to the giving of written notice of exercise by the Company is $17.00 per share (appropriately adjusted for any stock split, stock dividend or similar event). In the event the Company delivers such notice to the Holder pursuant to Paragraph 1.2(b), the Holder shall have ten days to elect the manner in which the Exercise Payment shall be made. If the Holder fails to notify the Company in writing as to the manner in which the Exercise Payment is to be made within such ten-day period, the Holder shall be deemed to have elected a Net Exercise.
Optional Exercise. During the Exercise Period, the rights under this Warrant may be exercised by the Holder, in whole or in part, at the Holder’s election by:
(a) (i) surrendering this Warrant, (ii) delivering a duly executed Notice of Exercise in the form of Exhibit A (the “Notice of Exercise”) and (iii) delivering a duly executed joinder to the LLC Agreement (to the extent the Holder is not already a Member thereunder) or applicable successor agreement (if applicable), in each case, to the Company via delivery in accordance with Section 16; and
(b) making payment to the Company of the Aggregate Exercise Price by wire transfer of immediately available funds to an account designated in writing by the Company.
Optional Exercise i. If, at any time after the thirty (30) day anniversary of the date one or more Registration Statements (as defined in the Registration Rights Agreement), which have been declared effective by the Commission (such date, the "Effective Date"), registers all Registrable Securities (as defined in the Registration Rights Agreement), (i) the Closing Bid Price is greater than $5.00 per share (as adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period) on each Trading Day during the ten (10) consecutive Trading Days immediately preceding the Optional Exercise Notice Date (as defined below) and continuing through the Optional Exercise Date (an "Optional Exercise Measuring Period"), (ii) on each Trading Day during the Optional Exercise Measuring Period, the trading volume exceeds 400,000 shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations, combinations, reverse stock splits or other similar events during such period) and (iii) there has been no Equity Conditions Failure (unless the Holder has waived such Equity Conditions Failure), the Company shall have the right to require the Holder to exercise as of the Optional Exercise Date all or any portion of this Warrant not exceeding the amount of the then unexercised number of Warrant Shares (an "Optional Exercise") at an exercise price equal to the then applicable Exercise Price. The Company may exercise its right to require exercise of this Warrant under this Section 3(h) by delivering a written notice thereof by facsimile and overnight courier to all, but not less than all, of the holders of the outstanding Series B Warrants and the Company's transfer agent (the "Optional Exercise Notice" and the date all of the holders received such notice is referred to as the "Optional Exercise Notice Date") no later than two (2) Trading Days after the applicable Optional Exercise Measuring Period. The Optional Exercise Notice delivered shall be irrevocable and shall state (A) the date on which the Optional Exercise shall occur (the "Optional Exercise Date") which date shall be at least ten (10) Trading Days after the Optional Exercise Notice Date, and (B) the aggregate number of Warrant Shares which the Company has elected to be subject to Optional Exercise by all of the holders of the outstanding Series B Warrants pursuant to this Section 3(h) (and analogous provisions under the other outstanding Ser...
Optional Exercise. Subject to Section 1.2 hereof and to the limitations on exercise set forth in Section 2 hereof, this Warrant is exercisable at the option of the Holder, from time to time during the Exercise Period, for all or any part of the Warrant Shares. The Corporation agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares. Subject to the provisions of Section 2, certificates for shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time after this Warrant has been exercised, and, in case of a purchase of less than all the Warrant Shares, the Corporation shall cancel this Warrant and, within a reasonable period of time, shall execute and deliver to the Holder a new Warrant of like tenor for the balance of the Warrant Shares. Each stock certificate so delivered shall be registered in the name of the Holder or such other name as shall be designated thereby, subject to the limitations contained in Section 2.
Optional Exercise. The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period (an “Optional Exercise”).
Optional Exercise. 23 4.4. Refused Candidate...................................................24 4.5. Subsequent Candidates...............................................25 4.6. Unexpected Results..................................................25 4.7. Clinical Trial Material.............................................26 ARTICLE V -- CONFIDENTIALITY................................................27 5.1. Undertaking..........................................................27 5.2. Exceptions...........................................................28 5.3. Publicity............................................................29 5.4. Survival.............................................................29 ARTICLE VI -- PUBLICATION...................................................29 ARTICLE VII -- INDEMNIFICATION..............................................31
Optional Exercise. NOVARTIS may exercise its Development Election and accept a Drug Candidate for further development (a "Drug Product Candidate") by delivery to VERTEX, within ninety (90) days after receipt of the Development Information from VERTEX with respect to that Drug Candidate, of written notice of exercise (an "Exercise Notice"), specifying the Drug Candidate as to which the Development Election is being exercised. The parties shall then promptly execute a License, Development and Commercialization Agreement identical in substance to Exhibit A hereto (the "License Agreement"), the terms of which are incorporated by reference into, and are a part of, this Research Agreement, pursuant to which NOVARTIS will further develop and commercialize the Drug Product Candidate. If the Development Election has previously been exercised with respect to another Drug Product Candidate and a License Agreement is in effect with respect to that Candidate, then the License Agreement will be amended to reflect the addition of another Drug Product Candidate for development. Development of each Drug Product Candidate shall proceed immediately after the Development Election is exercised, in accordance with the terms of the License Agreement. The ninety (90) day period during which the Development Election must be exercised, as referenced above, shall be referred to in this Agreement as the "First Opportunity." NOVARTIS may propose to VERTEX by written notice delivered during the initial forty-five 45 days of the First Opportunity period with respect to a Drug Candidate, that the First Opportunity for the Drug Candidate be extended for good reason for a specified time to permit NOVARTIS, at its expense and under its direction, to conduct such additional studies of that Drug Candidate as may be specified in the notice. VERTEX shall discuss this request with NOVARTIS and the parties shall attempt in good faith to reach mutual agreement with respect to the requested extension of the First Opportunity period and the conduct of additional studies, but failing agreement the First Opportunity period shall expire after ninety (90) days as specified above.
Optional Exercise. Subject to Section 1.2 hereof and to the limitations on exercise set forth in Section 2 hereof, this Warrant is exercisable at the option of the Holder, from time to time during the Exercise Period, for all or any part of the Warrant Shares. The Corporation agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder as the record owner of such
