Option to Sample Clauses

The "Option to" clause grants one party the right, but not the obligation, to take a specific action under certain conditions outlined in the agreement. For example, this clause may allow a party to purchase additional goods, extend a contract term, or acquire property at a predetermined price within a set timeframe. Its core practical function is to provide flexibility and control, enabling the holder to make decisions based on future circumstances while ensuring the other party is bound to honor the option if exercised.
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Option to. “Step-in” to Prosecute and Maintain Patent Rights. (a) If the Lead Prosecuting Party, at any time, determines that it shall cease Prosecution of any particular Patent Rights as to which it is the Lead Prosecuting Party pursuant to Section 8.3.1 (on a country-by-country basis in the Territory), including as to any particular claims in such Patent Rights, then such Party shall give written notice to the other Party of such determination (such notice to be given at least sixty (60) days prior to any deadline for filing or providing a response which would cause such Patent Rights to lapse or be abandoned), and, in such case, shall permit the other Party, at its sole discretion, to continue Prosecution of such Patent Rights at its sole expense (unless the Lead Prosecuting Party is ceasing such Prosecution in favor of other Patent Rights for strategic reasons that will likely benefit the over all patent protection for a Product). If the other Party so elects to continue Prosecution of the applicable patent, it shall become the “Lead Prosecuting Party” with respect thereto, and the Party that is declining such Prosecution efforts shall execute such documents and perform such acts as reasonably necessary to permit the undertaking Party to continue such Prosecution on the Parties’ behalf, in a timely manner. In addition, either Party may, at any time, give notice to the other Party of its election to cease sharing costs with respect to the Prosecution and maintenance of a Shared Cost Patent and, in such case, the costs incurred with respect to such patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit. (b) If the Lead Prosecuting Party elects to discontinue Prosecution of Patent Rights or, with respect to the Shared Cost Patents, either Party elects to cease sharing the costs of Prosecution (such Party, the “Disclaiming Party”) then upon the other Party’s request, the Disclaiming Party shall assign all of its rights, title and interest in any such Patent Rights (for clarity, in which the Disclaiming Party has an ownership interest) at no cost to the non-disclaiming Party. If Astellas elects to cease funding a Shared Cost Patent or elects to cease funding the cost of Prosecution of an Ambit Licensed Patent that is not a Shared Cost Patent, then such Patent Rights shall thereafter be excluded from the license grants to Astellas in Section 3.1.1; provided, however, that upon written notice to...
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Option to. CENTOCOR ------------------------------- 6.01 In view of CENTOCOR's support for research hereunder and for research which was subject to the October 18, 1981 Agreement, ▇▇▇▇-▇▇▇▇▇▇ grants to CENTOCOR a non-exclusive, world-wide, irrevocable royalty-bearing license under all ▇▇▇▇-▇▇▇▇▇▇ rights including patent rights (rights arising from patent applications and/or issued patents) in this Field and funded under this Agreement or the October 18, 1981 Agreement and ▇▇▇▇-▇▇▇▇▇▇ know-how covering products and/or methods arising out of this research. The royalty shall be [**] of the NET selling price. The NET selling price shall mean the sales price of products actually charged by CENTOCOR, its affiliates, or licensees in the Field of this Agreement. In the event ▇▇▇▇-▇▇▇▇▇▇ grants a license to any third party with respect to the Field of interest which provides for a lower rate of royalties with respect to the practice of such ▇▇▇▇-▇▇▇▇▇▇ invention, the royalty payable by CENTOCOR shall be reduced to the rate paid by the third party. The ▇▇▇▇-▇▇▇▇▇▇ further grants to CENTOCOR an option based on an agreement negotiated in good faith by the parties to obtain, whenever possible and desired by CENTOCOR, an exclusive, world-wide, royalty-bearing license in the Field for a maximum period possible under any or all of said ▇▇▇▇-▇▇▇▇▇▇ patent rights and know-how to make, have made, use and/or sell products and to practice methods developed in this research. If such option is exercised, the royalty shall be [**] of the NET selling price, defined as previously noted. Royalties shall be paid to the ▇▇▇▇-▇▇▇▇▇▇ as long as the product is marketed by CENTOCOR and/or by another corporation as noted in other areas of this Agreement CENTOCOR shall not have the right to sublicense or assign its rights or delegate its obligations under licenses resulting from this Agreement, without ▇▇▇▇-▇▇▇▇▇▇'▇ prior approval, except that CENTOCOR may assign this Agreement to an entity with which it merges or consolidates or to a corporation of which it owns at least 50% of the equity. 6.02 If ▇▇▇▇-▇▇▇▇▇▇ and CENTOCOR are unable to agree upon suitable terms for any particular license, and ▇▇▇▇-▇▇▇▇▇▇ has a bona fide offer of license from a third party, CENTOCOR shall have the right to match this offer within one (1) month from the date of notification of such offer from a third party and to thereby receive the license upon the same terms in lieu of said third party. 6.03 The ▇▇▇▇-▇▇▇▇▇▇ further a...
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Option to. Terminate This Lease Lessee is hereby granted the one-time option to terminate this Lease effective December 31, 1999, by giving the lessor not less than 90 days' prior written notice, said notice to be accompanied by a payment of $100,000.00 which, should said option to terminate be exercised, constitutes the consideration for the early termination of this Lease. DATED this _____ day of _________,1998. CROWN WE REALTY, L.L.C. By: _____________________ By: ________________________ Title: President Title: President STATE OF WASHINGTON )ss. County of Spokane On this day personally appeared before me RI▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and on oath stated that he was authorized to execute the instrument and acknowledged it as the President of CROWN WEST REALTY,, L.L.C.; to be the free and voluntary act of such party for the uses and purposes therein mentioned. GIVEN under my hand and official seal this ______ day of ________________.
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Option to. TERMINATE AGREEMENT. In the event that any payment otherwise due from Applicant to District under Article IV, Article V, and/or Article VI of this Agreement with respect to a Tax Year is subject to reduction in accordance with the provisions of Section 7.1 above, then the Applicant shall have the option to terminate this Agreement. Applicant may exercise such option to terminate this Agreement by notifying District of its election in writing not later than the July 31 of the year next following the Tax Year with respect to which a reduction under Section 7.1 is applicable. Any termination of this Agreement under the foregoing provisions of this Section 7.2 shall be effective immediately prior to the second Tax Year next following the Tax Year in which the reduction giving rise to the option occurred.
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Option to. TERMINATE in the Rider to Lease Agreement attached to the Lease dated August 11, 1995 is deleted from the Lease and shall have no further force or effect. Except as hereinabove amended, this Lease shall remain in full force and effect in accordance with its terms.
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Option to. CANCEL Lessee shall have the option to cancel this Lease prior to the commencement there of in the event the Bank does not receive its charter, without further obligation. However, it will abandon the improvements provided for in Section 21.4 by Lessee.
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Option to determine In case the Demised Premises or the Building or the Estate shall be destroyed or so damaged by any of the Insured Risks as to be unfit for occupation or use and reinstatement of the Demised Premises and/or the Building and/or the Estate (as the case may be) is or would be frustrated or impossible or if there is no reasonable prospect of being able to reinstate the same within the period for which the Landlord covenants to insure against the loss of rent hereunder, then this Lease may at the option of the Landlord be determined by the Landlord giving to the Tenant six months' written notice at any time Provided That if this Lease shall be determined then the Landlord shall not be required to lay out the net proceeds of the insurance referred to in sub-clauses 6. 1.1 and 6. 1.4 in reinstatement and all such insurance moneys shall belong to the Landlord absolutely
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Option to. TAKE Provided Tenant is not in default beyond all notice and applicable cure periods hereunder, Tenant shall have the right to accept a grant of the Premises from the City at any time during the Term, including any Extended Term, of this Lease and after five (5) years after the completion of the ULV Expansion Project (the “Take Option”), upon giving notice in writing to Landlord (the “Purchase Notice”) at least sixty (60) days prior to the expiration of the initial Term or any Extended Term hereof of Tenant’s intention to purchase the Premises.
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Related to Option to

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • Option (a) In order to induce Parent and Purchaser to enter into the Merger Agreement, Stockholder hereby grants to Purchaser an irrevocable option (a "SECURITIES OPTION") to purchase the Securities (the "OPTION SECURITIES") at the Offer Price, subject to increase as set forth below (the "PURCHASE PRICE"). The Securities Option may be exercised, in whole but not in part, by written notice to Stockholder (as set forth below), for a period of ten (10) business days (the "10 DAY PERIOD") following termination of the Merger Agreement or termination of the Offer, whichever shall first occur; PROVIDED that, prior to such termination, either (i) a Trigger Event shall have occurred or (ii) (A) the Company shall have received a written proposal from any person other than Parent, Purchaser or any affiliate of Parent or Purchaser for an Acquisition Transaction, which proposal shall not have expired or been withdrawn, (B) the Merger Agreement shall have been terminated by Parent pursuant to Section 8.01(b), 8.01(d)(ii), 8.01(f) or 8.01(g) and (C) at the time of such termination the Minimum Condition shall not have been satisfied. Notwithstanding the foregoing, the Securities Option may not be exercised until: (i) all waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), required for the purchase of the Securities upon such exercise shall have expired or been waived and any other conditions under the other Antitrust Laws shall have been satisfied and (ii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Securities Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been terminated or (ii) there shall be in effect any such injunction or order, in each case on the expiration of the 10 Day Period, the 10 Day Period shall be extended until five (5) business days after the later of (A) the date of expiration or termination of all HSR Act waiting periods, and (B) the date of removal or lifting of such injunction or order. (b) In the event that Purchaser wishes to exercise the Securities Option, Purchaser shall send a written notice (the "NOTICE") to Stockholder identifying the date (not less than two (2) nor more than five (5) business days from the date of the Notice) for the closing of such purchase, which closing shall be held at the executive offices of the Company (or such other place as the parties may agree). At the closing, Stockholder shall deliver to Purchaser appropriate and effective instruments of transfer of the Option Securities, against payment to Stockholder of the Purchase Price, in same day funds, by wire transfer to such account as Stockholder shall designate. (c) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option (the "ACQUIRED SECURITIES") and, either before or at any time within the one-year period following such acquisition, Parent, Purchaser or any affiliate of Parent or Purchaser shall acquire Common Stock (other than from the Company) at a price in excess of the Purchase Price, then the Purchase Price hereunder shall be increased to such higher price. If the purchase of the Acquired Securities has been completed at the time of such increase, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such increase) pay to Stockholder, by wire transfer of same day funds to such account as Stockholder shall designate, the amount of the increase. (d) In the event the Option Securities are acquired by Purchaser pursuant to the exercise of the Securities Option, Stockholder shall be entitled to receive, and Purchaser shall promptly (and in no event more than 48 hours following such Sale) pay to Stockholder, upon any subsequent disposition, transfer or sale to an unaffiliated third party ("SALE") of all or any portion of the Acquired Securities within the one-year period following such acquisition, an amount per share in cash equal to the excess, if any, of the net proceeds received per share in the Sale over the Purchase Price. Any such payment shall be made by wire transfer of same day funds to such account as Stockholder shall designate.

  • Stock Option The Corporation hereby grants to the Optionee the option (the "Stock Option") to purchase that number of shares of Class A Common Stock of the Corporation, par value $.01 per share, set forth on Schedule A. The Corporation will issue these shares as fully paid and nonassessable shares upon the Optionee's exercise of the Stock Option. The Optionee may exercise the Stock Option in accordance with this Agreement any time prior to the tenth anniversary of the date of grant of the Stock Option evidenced by this Agreement, unless earlier terminated according to the terms of this Agreement. Schedule A sets forth the date or dates after which the Optionee may exercise all or part of the Stock Option, subject to the provisions of the Plan.

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Stock Option Award In the event of Employee’s involuntary Termination of Employment without Cause or Termination of Employment due to a resignation by Employee for Good Reason that, in either case, occurs on or before the second anniversary of a Change in Control, the Stock Option Award shall become exercisable immediately (whether or not previously exercisable) and shall remain exercisable for the three year period following such Termination of Employment. For this purpose, “Good Reason” has the same meaning determined by Employee’s written employment agreement in effect on the Grant Date. In the event there is no such agreement or definition, then Good Reason means the initial existence of one or more of the following conditions, arising without the consent of the Employee: (1) a material diminution in Employee’s base compensation; (2) a material diminution in Employee’s authority, duties, or responsibilities, so as to effectively cause Employee to no longer be performing the duties of his position; (3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report.