Exercise Mechanism Clause Samples
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Exercise Mechanism. Except for the exercise of Warrants in connection with the sale, merger or other combination of Reorganized EPL, the Warrants shall be exercisable, at the option of the holder, either (a) on a cash basis or (b) by surrendering all or a portion of the Warrants in exchange for a number of shares of New Common Stock with a fair market value equal to the aggregate spread (i.e., the excess of the fair market value over the exercise price) attributable to the surrendered Warrants. Anti-Dilution: Mechanical anti-dilution only (e.g., stock splits, stock dividends, cash dividends and other distributions, etc.). No economic anti-dilution.
Exercise Mechanism. During the Exercise Period, Pfizer may request additional information about the Company and the Opted-In Product for Pfizer to evaluate whether it desires to exercise the ROFN Option and enter into a Commercialization Agreement, and Company will consider such requests [***], provided that the Company shall have the sole discretion in determining what information to provide to Pfizer. Pfizer may exercise its ROFN Option with respect to any Opted-In Product by providing written notice to the Company (a “ROFN Exercise Notice”) at any time during the Exercise Period.
Exercise Mechanism. In order validly to exercise its Subscription Rights, a Warrantholder must deliver the following items to the registered office of the Company, and where the exercise of Subscription Rights is made in response to notice of an Exercise Event received from the Company in accordance with clause 7.3 at least ten Business Days prior to the anticipated date of the relevant Exercise Event:-
(a) the Certificate for the Warrants in respect of which Subscription Rights are being exercised with the exercise notice contained on the Certificate duly completed; and
(b) a payment by banker's draft, drawn on a London clearing bank (or such other mode of payment as the Company and the Warrantholder shall agree), for the aggregate Subscription Price in respect of the Subscription Rights which are being exercised.
Exercise Mechanism. If a Conversion cannot be lawfully effected as a conversion into shares (whether because any necessary report cannot be obtained under section 103 of the Companies ▇▇▇ ▇▇▇▇ or otherwise), BE plc shall use all reasonable endeavours to procure that the Conversion is effected by other means agreed with NLF, whether by the issuance of different classes of shares, shares of different nominal value or otherwise.
Exercise Mechanism. The mechanism for exercise of such Opt-in Right is as follows:
4.1.2.1. [...***...] First Global Target Pair. Promptly after [...***...] with respect to a Global Licensed Product that Specifically Binds the first Global Target Pair, Novartis will either (a) notify Xencor that such Global Target Pair is not eligible for Xencor’s Opt-in Right, or (b) in Novartis’ sole discretion, provide Xencor with an Option Package with respect to such Global Target Pair, and afford reasonable access during normal business hours to Novartis’ personnel by Xencor and its representatives as Xencor may reasonably request to assist Xencor in deciding whether to exercise the Opt-In Right for such Global Target Pair. In the event that Novartis provides the Option Package as set forth in subsection (b), then Xencor shall have [...***...] from the receipt of such Option Package to exercise its Opt-In Right by providing written notice to Novartis. Upon receipt of such written notice, such Global Target Pair shall be deemed to be an Optioned Target Pair for the purposes of this Agreement, and Xencor shall not have any further right to Opt-In to any additional Global Target Pairs. If Xencor does not exercise its Opt-In Right with respect to such Global Target Pair, such Global Target Pair shall remain a Global Target Pair and shall thereafter not be subject to Xencor’s Opt-In Right.