Exercise and Termination of Option Clause Samples

The "Exercise and Termination of Option" clause defines the conditions under which a party may exercise an option granted in an agreement, as well as the circumstances that will cause the option to expire or terminate. Typically, this clause outlines the procedures for notifying the other party of the intent to exercise the option, any deadlines or timeframes involved, and specific events that may automatically end the option, such as breach of contract or passage of a certain period. Its core practical function is to provide clear rules for both parties regarding how and when the option can be used or will lapse, thereby reducing uncertainty and potential disputes.
Exercise and Termination of Option. (a) Subject to the conditions set forth in Section 3(a) and to any additional requirements of any applicable foreign, federal, state or local laws, statutes, ordinances, regulations, rules, codes, judgments, orders, decrees or other requirement or rule, Parent may exercise the Option, in whole or in part, at any time or from time to time, after the occurrence of a Payment Event (as defined in the Merger Agreement) provided that, except as provided in the last sentence of this Section 3(a), the Option shall terminate and be of no further force and effect upon the earliest to occur of (i) the Effective Time (as such term is defined in the Merger Agreement), (ii) twelve months after the occurrence of a Payment Event (unless prior thereto the Option shall have been exercised) and (iii) the termination of the Merger Agreement prior to the occurrence of a Payment Event unless, in the case of clause (iii), Parent has the right to receive a termination fee following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) six months following the time such termination fee becomes payable and (y) the expiration of the period in which an event may occur which would result in Parent having the right to receive a termination fee pursuant to Section 5.5(e)(z) of the Merger Agreement. Notwithstanding the termination of the Option, Parent shall be entitled to purchase those Option Shares with respect to which it has exercised the Stock Option in accordance with the terms hereof prior to the termination of the
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Exercise and Termination of Option. (a) The Holder may exercise the Option, in whole or in part, and from time to time, after the occurrence of a Trigger Event and prior to the day (the "Termination Date") which is 45 days after the Trigger Event. "Trigger Event" shall mean an event which obligates the Company to pay the Termination Fee pursuant to Section 10.03(b) of the Merger Agreement.
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Exercise and Termination of Option. (a) Subject to the terms and conditions hereof, Grantee may exercise the Option at any time after the occurrence of a Trigger Event and prior to the close of business on the Termination Date (the "Exercisability Period"). "Trigger Event" shall mean the termination of the Merger Agreement by its terms, other than in accordance with Section 8.1(a) or 8.1(f) of the Merger Agreement, or any Payment Event. "Termination Date" shall mean the earliest of (i) the Effective Time of the Merger, (ii) 180 days after the date full payment of the Termination Fee contemplated by Section 8.5(b) of the Merger Agreement is made by Issuer to Grantee thereunder, or (iii) 180 days after the termination of the Merger Agreement so long as no Payment Event has occurred or could still occur pursuant to Section 8.5(b) or 8.5(c) of the Merger Agreement, as the case may be. For purposes of this Section 2(a), "Payment Event" shall mean any event which obligates Issuer to pay Grantee the $500,000 fee (the "Termination Fee") contemplated under Section 8.5(b) or 8.5(c) of the Merger Agreement. Notwithstanding the occurrence of the Termination Date, Grantee shall be entitled to purchase Option Shares pursuant to any exercise of the Option, on the terms and subject to the conditions hereof, to the extent Grantee exercised the Option prior to the occurrence of the Termination Date.
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Exercise and Termination of Option. 4.1 Condition of Exercise of Option The exercise of the Option is conditional on South32: (1) in the case where South32 elects to exercise the Option on or before March 31, 2018, having performed all of its obligations under section 3.2; (2) in the case where South32 elects to exercise the Option on or before March 31, 2019, having performed all of its obligations under section 3.3; or (3) in the case where South32 elects to exercise the Option on or before January 31, 2020, having performed all of its obligations under section 3.4, (“Option Condition”).
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Exercise and Termination of Option. The Directors may exercise their options granted under this Agreement upon debt closing and execution of definitive loan documents by the Company with lenders necessary to capitalize the project as set forth in the Company’s prospectus filed with the Iowa Securities Bureau in connection with its state registration statement. “Debit Closing” shall mean the Company has completed everything necessary to execute, and the Company has executed, definitive loan documents with lenders necessary to capitalize the project as set forth in the Company’s prospectus. The Directors shall have no more than 30 days following debt closing and execution of definitive loan documents to exercise the option provided herein, and the Directors after such expiration shall have no further right to exercise the options or any rights to the units that were subject to the Options and not exercised or purchase.
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Exercise and Termination of Option 
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Exercise and Termination of Option 
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Related to Exercise and Termination of Option

  • Termination of Option (a) The Optionee’s right to exercise any options that have vested and are exercisable shall terminate on the earliest of the following dates: (i) The Expiration Date; (ii) Subject to subsections (c) and (d) below, the date which is six (6) months from the date on which the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (iii) In the event of the termination of the Optionee as an officer of the Company or any subsidiary of the Company as a result of a breach of the Optionee’s obligations to the Company or any subsidiary of the Company, or as a result of any dishonesty, fraud, misconduct, the unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations) (each of which being a termination for “Cause”), the earliest date on which the Optionee is notified by the Company of such termination; and (iv) The date which is six (6) months from the date of the Optionee’s death or the date the Optionee is determined by the Company to be unable to perform his or her duties as an officer of the Company or any subsidiary of the Company as a result of any mental or physical disability that is expected to result in death or that is expected to last for a continuous period of twelve (12) months or more (the “Disability Determination Date”). (b) The Optionee’s right to exercise any options that have not vested and are not exercisable shall terminate on the earliest of the following dates: (i) The date the Optionee ceases to act as an officer of the Company or any subsidiary of the Company; (ii) In the case of the termination of the Optionee as an officer of the Company or any subsidiary of the Company for Cause, on the earliest date on which the Optionee is notified by the Company of such termination; and (iii) The date of the Optionee’s death or the Disability Determination Date, as applicable. (c) For purposes of this Section 7, the Optionee will be deemed not to have ceased to act as an officer of the Company or any subsidiary of the Company (the “Original Position”) if the Optionee continues to act as an employee, officer, director or consultant of the Company or a subsidiary of the Company in some other capacity immediately upon ceasing to act in the Original Position. (d) Also notwithstanding the forgoing, if the Optionee dies after he or she ceases to be an officer of the Company or any subsidiary of the Company for reasons other than a termination for Cause or for disability in accordance with the above, the Optionee’s right to exercise any options that have vested and are exercisable on the date the Optionee ceases to be an officer of the Company or any subsidiary of the Company shall terminate on the earliest of the Expiration Date and the date which is six (6) months after the date of death.

  • Termination of Options The Options will terminate at the time specified below: (a) If a Change in Control occurs after the Grant Date but prior to the Grantee’s Separation, all Options that are exercisable at the time of (or become exercisable after) such Change in Control will terminate at the expiration of the Term. (b) If, in the absence of a Change in Control after the Grant Date, the Grantee’s Separation occurs prior to the Close of Business on December 31, 2020 on account of a termination of the Grantee’s employment or service for Cause, all Options that are not vested and exercisable as of the Close of Business on the date of Separation will terminate at the Close of Business on the date of Separation. (c) If (i) the Grantee’s Separation occurs after the Close of Business on December 31, 2020, or (ii) the Grantee’s Separation occurs (A) on account of a termination of the Grantee’s employment or service without Cause, (B) on account of a termination of the Grantee’s employment or service by the Grantee with or without Good Reason, or (C) by reason of the death or Disability of the Grantee, all Options that are vested and exercisable as of the Close of Business on the date of Separation after giving effect to the provisions of Sections 3 and 7 above will terminate at the expiration of the Term. In any event in which Options remain exercisable for a period of time following the date of the Grantee’s Separation as provided above, the Options may be exercised during such period of time only to the extent the same were vested and exercisable as provided in Section 3 above on such date of Separation (after giving effect to the application of Section 7 above). Notwithstanding any period of time referenced in this Section 8 or any other provision of this Agreement or any other agreement that may be construed to the contrary, the Options will in any event terminate not later than upon the expiration of the Term.

  • EFFECT OF OPTIONAL TERMINATION Upon the exercise of the option to terminate, this Agreement shall terminate and be of no further force or effect; provided, however, that: A. the Parties respective rights and obligations under this Agreement with respect to the Tax Year or Tax Years (as the case may be) through and including the Tax Year during which such notification is delivered to the District, shall not be impaired or modified as a result of such termination and shall survive such termination unless and until satisfied and discharged; and B. the provisions of this Agreement regarding payments (including liquidated damages and tax payments), records and dispute resolution shall survive the termination or expiration of this Agreement.

  • Early Termination of Option The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of: • the termination of the Participant’s employment or services as provided in Section 5.6 of the Plan, or • the termination of the Option pursuant to Section 7.3 of the Plan.

  • Expiration of Option Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the Option to any extent after the first to occur of the following events: (a) The tenth anniversary of the Grant Date so long as the Optionee remains employed with the Company or any Service Recipient through such date; (b) The first anniversary of the date of the Optionee’s termination of employment with the Company and all Service Recipients, if the Optionee’s employment is terminated by reason of death or Disability; (c) Immediately upon the date of an Optionee’s termination of employment by the Company and all Service Recipients for Cause; (d) Thirty (30) days after the date of an Optionee’s resignation from employment with the Company and all Service Recipients without Good Reason (except due to death or Disability); (e) One hundred and eighty (180) days after the date of: (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, in the event such termination listed in (i), (ii), or (iii) occurs prior to the fifth anniversary of the Closing Date; (f) The Extended Exercise Date in the event of (i) an Optionee’s resignation from employment with the Company and all Service Recipients for Good Reason; (ii) an Optionee’s Retirement; or (iii) an Optionee’s termination of employment by the Company and all Service Recipients without Cause (for any reason other than as set forth in Sections 3.2(b) or 3.2(g)), including upon nonrenewal of Optionee’s existing employment agreement by the Company or other applicable Service Recipient, and any such termination listed in (i), (ii), or (iii) occurs on or after the fifth anniversary of the Closing Date; (g) The Extended Exercise Date in the event of an Optionee’s Job Elimination; (h) Immediately upon the date of an Optionee’s breach of the provisions Section 22(a)(ii) of the Management Stockholder’s Agreement; or (i) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan. Notwithstanding the foregoing, the time periods set forth in this Section 3.2 shall not begin to run with respect to Performance Options that vest in accordance with Section 3.1(a)(ii) above until the time at which the Board certifies the financial statements for the Company for the Fiscal Year immediately preceding the Fiscal Year in which, or for the Fiscal Year in which, termination of employment occurs.