Xxxxxxx Option Sample Clauses

Xxxxxxx Option. Xxxxxxx will in its sole discretion exercise the Xxxxxxx option by providing written notice to PPD during the Xxxxxxx Option Period (the “Xxxxxxx Option”). During the Xxxxxxx Option Period, (i) Xxxxxxx shall have the right in its sole discretion to exercise the Xxxxxxx Option, (ii) Xxxxxxx shall have the right to reasonably request additional PPD Know-How from PPD, and (iii) for clarification, Xxxxxxx shall continue to perform any of its applicable obligations under the Development Plan and MuDelta Master Services Agreement. In the event Xxxxxxx reasonably requests additional PPD Know-How from PPD within [*] ([*]) days of receipt of the Phase II Report, the applicable [*] ([*]) day time period governing the Xxxxxxx Option Period shall be tolled pending the delivery of the requested information from PPD to Xxxxxxx, after which the time period shall again begin to run, provided that, so long as PPD has used Diligent Efforts to satisfy any such reasonable request made by Xxxxxxx within such initial [*] ([*]) day period, the maximum amount by which Xxxxxxx’x Option Period may be tolled is an additional [*] ([*]) days, for a total maximum Xxxxxxx Option Period of [*] ([*]) days. Upon exercise of the Xxxxxxx Option, (i) the license of Section 4.1 shall be terminated, (ii) the license of Section 4.8 shall become effective, and (iii) PPD agrees that Xxxxxxx (and its Affiliates and Sublicensees) shall be solely responsible, at its sole expense, for all Development and Commercialization of the Licensed Product according to the terms of this Agreement. For the sake of clarity, Xxxxxxx has no obligation to exercise the Xxxxxxx Option. Notwithstanding the foregoing, prior to Xxxxxxx’x exercise of the Xxxxxxx Option, if any, PPD shall continue the Required Option Development activities on the Licensed Product at PPD’s own expense as contemplated by Section 5.1(a).
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Xxxxxxx Option. Upon (a) the occurrence of the Option Commencement Date and (b) the occurrence of any of the following: (i) Chengshan’s indication that it will not exercise Chengshan’s Option; (ii) Chengshan has failed to exercise Chengshan’s Option within 45 calendar days (which shall not be subject to the Cure Period) after the Option Commencement Date; (iii) Chengshan has exercised Chengshan’s Call Option but Chengshan or Prairie has committed a Breach (as defined below), and such Breach is not curable or, if curable, is not cured within the Cure Period; (iv) Chengshan has exercised Chengshan’s Call Option but the MOC has issued a rejection or denial for the approval of the equity transfer; (v) Chengshan has exercised Chengshan’s Call Option but Prairie has failed to obtain MOC approval within 180 calendar days (or such extended period as may be agreed to by Cooper in writing pursuant to Article 5.3 below) (which shall only be subject to the Cure Period in the event that Cooper has committed a Breach that caused Prairie’s inability to obtain MOC approval) after the filing with the MOC pursuant to Article 3.1 below; or (vi) Chengshan has exercised Chengshan’s Call Option and Prairie has obtained MOC approval for the equity transfer, and Cooper has issued a Cooper Unwinding Notice pursuant to Article 5.5 below; Cooper shall have the right, but not the obligation, to purchase from Chengshan (and require Chengshan to sell), all, but not less than all, of Chengshan’s ownership interest in CCT at 35% of the Option Price (the “Xxxxxx’x Option”) (Chengshan’s Option and Xxxxxx’x Option may collectively be referred to as the “Options” or each individually as an “Option”). Cooper shall be entitled to exercise Xxxxxx’x Option within the following exercise periods (“Xxxxxx’x Exercise Period”): (a) should subsections (i) or (ii) above occur, for 90 calendar days (which shall not be subject to the Cure Period) after the Option Commencement Date; (b) should subsection (iii) above occur, the later of the following: (1) until 45 calendar days (which shall not be subject to the Cure Period) after the date of delivery by Cooper of written notice of such Breach to Chengshan or Prairie if such Breach is not curable, or, if such Breach is curable, until 45 calendar days (which shall not be subject to the Cure Period) after the expiration of the Cure Period if the Breach has not been cured by such time, or (2) if Cooper has issued a Cooper Withdraw Notice (as defined below) or a Cooper Unwind...
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Xxxxxxx Option. On or before the 10th day following delivery of written notice from Seller to Purchaser of production of 50 BOE average in a 30-day testing period on the Xxxxxxx Well (“Xxxxxxx Target”), which testing will begin following completion of the rework operating at the reasonable discretion of Seller, Purchaser has the option, which is irrevocable by Seller, to purchase Seller’s remaining 32% of 8/8ths working interest in the Xxxxxxx Well for ONE-MILLION AND NO/100THS US DOLLARS ($1,000,000.00) in Purchaser’s stock. Seller will deliver to Purchaser the notice of reaching the Xxxxxxx Target within 5 days from the date it is reached,
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Xxxxxxx Option. The Purchaser shall have duly executed and delivered to Xxxxxx Xxxxxxx the option agreement substantially in the form attached hereto as Exhibit 7.04.
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Xxxxxxx Option. Subject to the terms and conditions of this Agreement, at the Closing, Xxxxxxx hereby agrees that the Xxxxxxx Option shall be terminated and of no further force and effect in exchange for the consideration set forth herein.
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Xxxxxxx Option. Section 0 xx the First Amendment is hereby deleted in its entirety. Notwithstanding anything to the contrary set forth in the Lease, Tenant shall have one (1) option to further extend the Lease Term (the "Renewal Option") on the following terms and conditions. (a) Provided that as of the date of the receipt of the Renewal Notice (as hereinafter defined) by Landlord and the Renewal Commencement Date (as hereinafter defined), (i) Tenant is the tenant originally named herein, (ii) Tenant actually occupies all of the Premises initially demised under this Amendment and any space added to the Premises, and (iii) no default exists, or would exist but for the passage of time or the giving of notice, or both, then Tenant shall have the right to further extend the Lease Term for an additional period of thirty-six (36) months (the "Renewal Term") commencing on the day following the Second Extended Termination Date (the "Renewal Commencement Date"). Tenant shall give Landlord written notice (the "Renewal Notice") of its election to extend the Lease Term in accordance with the terms hereof at least one hundred eighty (180) days, but not more than two hundred seventy (270) days, prior to the Second Extended Termination Date. (b) The Base Rent payable by Tenant to Landlord during the Renewal Term shall be the greater of (i) the Base Rent applicable to the last month of the Second Extended Term, and (ii) the then-prevailing market rate for comparable space in comparable buildings in the vicinity of the Project taking into account the size of the lease, the length of the renewal term, market escalations, and the credit of Tenant. The Base Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord's not having to find a new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). (c) Landlord shall notify Tenant of its determination of the Base Rent for the Renewal Term, and Tenant shall advise Landlord in writing of any objection to such determination of the Base Rent within ten (10) days of receipt of Landlord's notice. Failure to respond within the ten (10) day period shall constitute Tenant's rejection of such Base Rent, Tenant's exercise of the Renewal Option shall be deemed to be withdrawn, and the Lease shall expire or terminate in accordance with its terms. If Tenant affirmatively objects in writing, Landlord and ...
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Xxxxxxx Option. HOB hereby grants Xxxxxxx the right to purchase up -------------- to $1,000,000 of its Class A Convertible Preferred Stock at the same price offered to other investors in accordance with the terms of the private placement of HOB securities as described in the Private Placement Memorandum dated December 4, 1992, as thereafter supplemented (the "Private Placement"), provided that Xxxxxxx makes his purchase at the Initial Closing (as such term is defined in that certain Class A Preferred Stock Purchase Agreement, dated June ___, 1993, by and between the Company and the Investors (as defined therein, the "Stock Purchase Agreement").
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Related to Xxxxxxx Option

  • Xxxxx of Option The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as Part I of this Agreement (the "Optionee") an option (the "Option") to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").

  • Our Option If we give you written notice within 30 days after we receive your signed, sworn proof of loss, we may repair or replace any part of the damaged property with material or property of like kind and quality.

  • Top-Up Option (a) Subject to Sections 1.04(b) and 1.04(c), the Company grants to Merger Subsidiary an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the number of authorized and unissued Shares, the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • 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.

  • Xxxxxx, Esq Anyone to whom a notice may be given under this Agreement may designate a new address by notice to that effect given to the other party in accordance with this subsection (b). Each such notice shall be deemed given upon the receipt thereof when delivered in person and on the second business day after the mailing when sent by mail as aforesaid. (c) You understand that, upon exercise of this Option, you may recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares purchased over the Option Price for such Shares. Your employer may withhold tax from your current compensation with respect to such income or any other income which it deems you to have received in connection therewith; to the extent that your then current compensation is insufficient to satisfy the withholding tax liability, you will be required to make a cash payment to cover such liability as a condition of exercise of this Option. (d) If this Option shall be mutilated, lost, stolen or destroyed, the Company shall issue in exchange and substitution for and upon cancellation of the mutilated Option, or in lieu of and in substitution for the Option lost, stolen or destroyed, a new Option of like tenor and denomination, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Option and such indemnity and, if requested by the Company, such bond, as shall in each case be satisfactory to the Company. You must also comply with such other reasonable requirements and pay such other reasonable charges as the Company may prescribe in connection with such issuance. (e) This Option shall be governed and construed in accordance with the substantive laws of the State of New York applicable to contracts executed, delivered and to be fully performed in the State of New York, without giving effect to contrary provisions regarding conflict of laws. (f) This Agreement shall inure to the benefit of and shall be binding upon your heirs, executors, administrators and legal representatives, and shall inure to the benefit of and be binding upon the Company and its successors and assigns. You may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of your rights hereunder except if and to the extent expressly permitted by Section 8 of this Agreement, and any such attempted prohibited delegation or disposition shall be null and void and without effect. (g) This Agreement constitutes the complete understanding between the parties with respect to the subject matter hereof, and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated except by written instrument signed by each of the parties hereto. (h) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. (i) The section headings contained herein are for the purposes of convenience only, are not intended to define or limit the contents of said sections and are not part of this Agreement. (j) By signing below, you hereby accept this Option subject to all of the terms and provisions hereof and acknowledge all of the representations, warranties and agreements set forth above. This Option shall not be effective until you have signed this Option and delivered it to the Company.

  • Xxxxxxxxxx Rights Upon request, an employee shall have the right to Union representation during an investigatory interview that an employee reasonably believes will result in disciplinary action. The employee will have the opportunity to consult with a local Union Xxxxxxx or Organizer before the interview, but such designation shall not cause an undue delay. (See Last Chance Agreements, Article 21, Section 12).

  • Xxxxxxxxx, Esq If to the Trustee: The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 92 All notices and communications to the Trustee or any Agent shall be deemed to have been duly given upon actual receipt thereof by such party. All other notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile or other electronic transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder of a Global Note will be delivered to the Depositary in accordance with its customary procedures. Any notice or communication to a Holder of a Definitive Note will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to give a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Except with respect to the Trustee and the Agents, if a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods, including any non-secure method, such as, but without limitation, by facsimile or electronic mail, to submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties. If the Issuer gives a notice or communication to Holders, it will give a copy to the Trustee and each Agent at the same time. The Trustee shall have the right to accept and act upon Instructions given pursuant to this Indenture and any related financing documents and delivered using Electronic Means as provided in Section 7.06.

  • Xxxxxxx, P E. will perform as the Consultant’s principal for this Project. As principal on this Project, this person shall be the primary contact with the Utilities Director, Utilities Engineer, or another person so designated, and shall have authority to bind the Consultant. So long as the individual named above remains actively employed or retained by the Consultant, he/she shall perform the function of principal on this Project.

  • Option; Option Price On the terms and subject to the conditions of the Plan and this Agreement, including, without limitation, Section 18 of this Agreement, the Optionee shall have the option (the “Option”) to purchase Shares at the price per Share (the “Option Price”) and in the amounts set forth on the signature page hereto. Payment of the Option Price may be made in the manner specified by Section 5.9 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 7 of this Agreement, the Option shall remain exercisable as to all Vested Options (as defined in Section 4) until the expiration of the Option Term (as defined in Section 3). Except as otherwise provided in the Plan or this Agreement, upon a Termination of Relationship, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate.

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