EXERCISE OF THE FIRST OPTION Clause Samples

The "Exercise of the First Option" clause defines the process by which a party may formally notify the other party of its intention to exercise a pre-negotiated right, typically to purchase, lease, or extend an agreement under specified terms. This clause usually outlines the required method and timing for giving notice, any conditions that must be met, and the timeframe within which the option must be exercised. Its core practical function is to provide a clear and enforceable mechanism for activating the option, thereby reducing uncertainty and potential disputes between the parties.
EXERCISE OF THE FIRST OPTION. 4.1 If Introgen exercises the First Option in accordance with clause 3.2, in respect of one or more of the Genes, ICRT and Introgen shall forthwith use their best endeavours during the Negotiation Period to negotiate in good faith the terms and conditions for the grant to Introgen of the licence referred to in clause 3.1 ('THE FIRST LICENCE'), which shall include the terms and conditions set out in Schedule 2 and such other terms and conditions (consistent with those set out in Schedule 2) as are reasonable and customary in the biopharmaceutical industry for arrangements of the type contemplated by the First Licence. If Introgen subsequently exercises the First Option in respect of any of the Genes, the Gene or Genes in question shall be deemed as from the date of exercise to be covered by the terms of the First Licence. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 4.2 Upon agreement being reached between ICRT and Introgen as to the terms of the First Licence, the parties shall forthwith execute an agreement containing the terms so agreed between ICRT and Introgen. 4.3 If, notwithstanding their best endeavours, ICRT and Introgen do not agree upon the terms for the grant of the First Licence to Introgen during the Negotiation Period, Introgen shall have the right, exercisable by notifying ICRT in writing at any time within fifteen (15) days after the expiration of the Negotiation Period, to initiate a binding arbitration proceeding, pursuant to which the terms and conditions of the First Licence shall be established. Any arbitration under this provision shall be held in accordance with clause 9.12 by a single arbitrator and the sole issue before such arbitrator shall be to establish the terms and conditions of the First Licence in accordance with clause 4.1, to the extent that they have not been agreed. If Introgen does not exercise the foregoing right to initiate arbitration within the applicable fifteen (15) day period, the First Option shall lapse in respect of the Gene or Genes in question. 4.4 If the First Option lapses pursuant to clause 3.5 or 4.3 (and if Introgen has no further right to exercise the First Option in respect of any of the Genes) then, except to the extent that clauses 5, 6 and 7 continue to operate, this Agreement shall terminate automatically, in which case all rights and obligations of the parties shall ...
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EXERCISE OF THE FIRST OPTION. The First Option may be exercised by JCN at any time after January 1, 1999 and prior to the date (the "First Lapse Date") which is the earlier to occur of (i) December 15, 1999 or (ii) the date of any breach by JCN of the restrictions on Transfer of an Interest set forth in this Operating Agreement, at which time the First Option shall terminate and become null and void. In the event JCN wishes to exercise the First Option, JCN shall deliver to the Company and to KHC a written notice (the "First Exercise Notice") to that effect prior to the First Lapse Date. The closing of the exchange by JCN for the First Additional Interest shall occur at a place, on a date and at a time designated by JCN in the First Exercise Notice that shall be not less than five (5) days nor more than fifteen (15) days from the date of the First Exercise Notice. The effective date of the exchange for the First Additional Interest shall be the closing date of such exchange, but in no event later than December 31, 1999. Upon the effective date of the exchange for the First Additional Interest, the aggregate Percentage Interest or Interests of all Members other than JCN shall decrease to fifty percent (50%).
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EXERCISE OF THE FIRST OPTION. (a) DTC may exercise the First Option by delivering written notice of the exercise of the First Option (the “First Exercise Notice”) to CFC at any during the period beginning on December 1, 2010 and ending on December 15, 2010. The First Exercise Notice must include an ▇▇▇▇▇▇▇ money deposit of $250,000 in cash or a certified check made payable to CFC. CFC’s receipt of the First Exercise Notice and the ▇▇▇▇▇▇▇ money deposit shall immediately create an effective and binding contract by CFC to sell to DTC, and by DTC to purchase from CFC, the Property on the terms and conditions set forth herein. If DTC does not exercise the First Option within the time or in the manner specified in this Section, the First Option shall lapse and shall be of no further force or effect. If, after delivery of the First Exercise Notice, DTC does not close the transaction in accordance with the terms hereof, the $250,000 ▇▇▇▇▇▇▇ money deposit shall be retained by CFC, as consideration for the grant of the First Option and for withholding the Property from the marketplace, and the First Option shall terminate. (b) If DTC timely delivers the First Exercise Notice, CFC shall have the right, within five (5) Business Days after receipt of the First Exercise Notice, to nullify DTC’s exercise of the First Option by paying to DTC, within the period of five (5) Business Days, an amount equal to $2,500,000 (the “Extension Payment”). (c) If CFC timely pays the Extension Payment, (i) DTC’s exercise of the First Option shall be deemed to have been rescinded, (ii) CFC shall return to DTC, concurrently with the payment of the Extension Payment, the $250,000 ▇▇▇▇▇▇▇ money deposit paid by DTC at the time it delivered the First Exercise Notice, which is deemed rescinded pursuant to clause (i), and (iii) DTC shall have the right to exercise the Second Option in accordance with the provisions of Section 4.
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Related to EXERCISE OF THE FIRST OPTION

  • Exercise of Call Option 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

  • 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 respect the Access Rights of the other Participants granted under this Consortium Agreement with respect to the Foreground pursuant to Section 9.3, including a warranty that these Access Rights will not be affected by a subsequent transfer or license of the Foreground.

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.