Sale Exercise Sample Clauses

Sale Exercise. If UBS elects to satisfy Enron's exercise of the Enron Right with the Sale Exercise, then UBS shall conduct an auction or such other process to effect the sale of the Gas and Power Business or substantially all of its assets and liabilities to one or more third parties pursuant to a process that UBS determines in its good faith judgment is designed to maximize the consideration received for the Gas and Power Business or its assets. In such case, the following matters set forth in this paragraph (i) (the "Sale Procedures") shall apply. Enron shall receive a proportionate amount of the proceeds received by UBS (or, as the case may be, UBS and Enron in the aggregate) in such sale, after taking into effect any taxes (other than income taxes and other than the Texas franchise tax to the extent treated as an income tax for purposes of U.S. GAAP) and reasonable transaction costs, based on the Royalty Percentage in effect at such time as Enron exercises the Enron Right and pursuant to the terms of such transaction less the amount of Cumulative Losses, if any, at the closing of the sale. UBS shall use its commercially reasonable efforts to structure the sale of the Gas and Power Business in a manner tax efficient to UBS and Enron, so long as such structure would not be detrimental to UBS in its good faith judgment. UBS and Enron shall reasonably cooperate with each other in connection with such auction and sale (or other process). Upon consummation of such sale and the payment of such amount of proceeds to Enron, the Enron Parties shall be entitled to no further Royalties under this Agreement (except any Stub Period Royalty), and the licenses hereunder, which may be transferred at UBS's election to either UBS or to the third party buyer as part of such sale, shall automatically thereupon, in exchange for the consideration to Enron specified in the third sentence of this paragraph, become fully paid up, and UBS shall have right at the time of such sale to effect its options under clauses (a) or (b) of Section 6.2 and to retain in perpetuity the non-exclusive licenses granted under this Agreement. As part of such sale, UBS and the UBS Affiliates shall be entitled to use such Intellectual Property Rights on a non-exclusive basis to wind down and transition the Gas and Power Business and to such other rights (and be subject to its obligations) under Article XX and this Agreement as though the license were being terminated by UBS pursuant to Section 20.2.
Sample 1
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Related to Sale Exercise

  • Right to Exercise; Exercise Price The Holder shall have the right to exercise this Warrant at any time and from time to time during the period beginning on the Issue Date and ending on the Expiration Date as to all or any part of the shares of Common Stock covered hereby (the “Warrant Shares”). The “Exercise Price” for each Warrant Share purchased by the Holder upon the exercise of this Warrant shall be $2.50, subject to adjustment for the events specified in Section 6 below.

  • the Exercise Price If the Expiration Date is not a Business Day, then this Warrant may be exercised on the next succeeding Business Day.

  • Payment of the Exercise Price The Optionee, upon exercise, in whole or in part, of the Option, may pay the Exercise Price by any or all of the following means, either alone or in combination:

  • Vesting; Time of Exercise Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Optioned Shares shall be vested and the Stock Option shall be exercisable as follows:

  • Cumulative Exercisability To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

  • Method of Exercising Options (i) The Option may be exercised by giving written notice, in form substantially as set forth in the Company's Stock Option Exercise Form, a copy of which is attached hereto as Exhibit B, to the Company at its principal office, specifying the number of Option Shares to be purchased and accompanied by payment in full of the aggregate purchase price for such Option Shares. Only full shares shall be delivered and any fractional share which might otherwise be deliverable upon exercise of the Option shall be forfeited.

  • Time of Exercise The purchase rights represented by this Warrant may be exercised in whole or in part during the Term.

  • Method of Exercising Option Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

  • Method of Exercise Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

  • Net Issue Exercise In lieu of exercising this Warrant pursuant to Section 2(a)(ii), if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of Shares computed using the following formula: X = Y (A – B) Where:

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