Exercise of the Option. The Optionee may exercise the Option, from time to time and at any time, beginning on the first anniversary of this Agreement. The grant of the Option shall not confer upon the Optionee any right to be employed by the Company nor limit in any way the right of the Company to terminate the employment of the Optionee at any time.
Exercise of the Option. Each Research Organisation receiving a substantial contribution as referred to under Section 8.5 shall promptly disclose in confidence to the Project Coordinator any Foreground conceived by it in connection with its Activities under the Project. The Project Coordinator shall notify the Industrial Partner(s) with an Option on the Foreground conceived. The Industrial Partner(s) may exercise the Option at any time until the earlier of (i) [1 (one) month] after the date of disclosure by the Project Coordinator or (ii) the completion of the Project, after which period the Option will lapse. An Option may be exercised on one or more occasions in respect of the Foreground that is subject to a separate Option. The Option shall be deemed to be declined in respect of the Industrial Partner that has not informed the Research Organisation owning (part of) such Foreground within the aforesaid term. If the Option is exercised, the Industrial Partner(s) and Research Organisation shall negotiate in good faith for a period of up to 90 (ninety) calendar days, or such longer period as may be agreed upon between the Participants, all necessary commercial arrangements taking into account the stage of development and the relative contribution of the Research Organisation to the Foreground and subject to the minimum conditions set out in Section 8.7. If the Participants fail to reach agreement, the Option shall lapse, and the Research Organisation shall be free to exploit the Foreground. Minimum conditions. Any transfer or license agreement as referred to in Section 8.5 shall at a minimum contain the following conditions: the Industrial Partner(s) shall pay the Research Organisation a fair and reasonable market price in respect of access to or assignment of ownership of the (joint) Foreground. The Industrial Partner(s) is entitled to deduct an amount from the fair market price equal to the value of its contribution under the Project as set out in the Budget; in the case of a license, an anti-shelving clause for the Industrial Partner (i.e. use of commercially reasonable efforts to effectively commercialise or apply the Foreground); a non-exclusive license for the Research Organisation for the use of the Foreground for academic research and teaching purposes; an indemnification obligation by the Industrial Partner to the Research Organisation against any third Participant claims for damages resulting from the use of the Foreground; a warranty from the Industrial Partner(s) to res...
Exercise of the Option. Except as otherwise provided in this Agreement or in the Plan, the Option is exercisable only by the Optionee or his legal heirs and personal representatives; provided that the Company shall recognize nor be required to transfer record ownership of any shares to any person if such transfer would cause the termination of the Company's S Corp. election (if then in effect).
Exercise of the Option. To the extent vested, the Option may be exercised in whole or in part as follows:
Exercise of the Option. If the Optionee has paid $142,000 to the Optionor, issued 300,000 common shares to the Optionor and incurred $160,000 in exploration expenses on the Property, the Optionee shall be deemed to have exercised the Option and will have acquired an undivided 100% right, title and interest in and to the Property, subject to the Royalty Interest.
Exercise of the Option. The Option may be exercised upon written notice to the Company at its principal office setting out the number of Option Shares to be purchased, together with payment of the Option Price
Exercise of the Option. You may exercise the vested portion of your Option in whole or in part (but in no event with respect to a fractional share) from time to time until the Expiration Date. In order to exercise your Option, you must provide written notice of exercise to the Company, specifying the number of shares to be purchased, the Option Price of each share and the aggregate Option Price for all shares being purchased under such Option. This notice must be accompanied by payment of the aggregate Option Price for the number of shares purchased. Such exercise (subject to Section A.5. hereof) will be effective upon the actual receipt of such payment and notice to the Company. The aggregate Option Price for all shares purchased pursuant to an exercise of the Option may be paid by check payable to the order of the Company, or shares of Common Stock held by you for at least six (6) months, the fair market value of which at the time of such exercise is equal to the aggregate Option Price (or portion thereof to be paid with previously owned shares of Common Stock). In addition, the aggregate Option Price for all shares purchased pursuant to your exercise of the Option may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or all of the shares to which the exercise relates. Payment of the Option Price in shares of Common Stock may be made by delivering properly endorsed stock certificates to the Company or otherwise causing such Common Stock to be transferred to the account of the Company, either physically or through attestation. The Company may, in its discretion, require that you furnish, along with the notice of exercise, such documents as the Company deems necessary to assure compliance with applicable rules and regulations of any stock exchange or governmental authority. No rights or privileges of a shareholder of the Company in respect to such shares issuable upon the exercise of any part of the Option will accrue to you unless and until such shares have been registered in your name.
Exercise of the Option. This Option shall be exercisable during its term only in accordance with the terms, conditions, and provisions of the Plan and this Agreement as follows.
Exercise of the Option. (a) The Option may be exercised with respect to all or any portion of the vested Option Shares at any time during the Option Period (as defined below) by the delivery to the Company, at its principal place of business, of (i) a written notice of exercise which shall be delivered to the Company no earlier than thirty (30) days and no later than ten (10) days prior to the date upon which Optionee desires to exercise all or any portion of the Option (the "Exercise Date"); (ii) a certified check payable to the Company in the amount of the Exercise Price (as defined below) multiplied by the number of Option Shares being purchased (the "Purchase Price") OR with the advance approval of the Company, by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the Purchase Price OR with the advance approval of the Company by a certified check payable to the Company in an amount less than the Exercise Price and by delivery of a number of shares of Common Stock, which have been held by Optionee for at least six months, having a fair market value, as of the date the Option is exercised, at least equal to the balance of the Purchase Price OR with the advance approval of the Company by Optionee advising the Company, at the time this Option is exercised, to withhold from exercise under the Option the appropriate number of Option Shares, the aggregate fair market value of which on the date of exercise of the Option is equal to the aggregate cash purchase price of the Option Shares being exercised and purchased under the Option, and such withholding shall constitute full payment for the non-withheld Option Shares issued upon exercise OR such other consideration as the Board of Directors may specifically authorize; and (iii) except as permitted in Paragraph 1.2(b) below, a certified check payable to the Company in the amount of all withholding tax obligations, if any (whether federal, state or local), imposed on the Company by reason of the exercise of the Option, or if applicable the Withholding Election described in Section 1.2(b). Upon acceptance of such notice, receipt of payment in full, the Company shall cause a certificate representing the shares of Common Stock as to which the Option has been exercised (less any withheld Option Shares, if applicable) to be issued and delivered to the Optionee.
Exercise of the Option. The Vested Portion of the Option may be exercised, to the extent not previously exercised, in whole or in part, at any time or from time to time prior to the expiration or termination of the Option, except that no Option shall be exercisable except in respect to whole shares, and not less than one hundred (100) shares may be purchased at one time unless the number purchased is the total number at the time available for purchase under the terms of the Option. Exercise shall be accomplished by providing the Company with written notice in the form of Exhibit "A" attached hereto, which notice shall be irrevocable when delivered and effective upon payment in full of the Exercise Price and any amounts required for withholding taxes, and the satisfaction of all other conditions to exercise imposed under this Agreement.
