Exercise of the Option. Prior to the expiration thereof, the Optionee ---------------------- may exercise the exercisable portion of the Option from time to time in whole or in part. Upon electing to exercise the Option, the Optionee shall deliver to the Secretary of Holdings a written and signed notice of such election setting forth the number of Option Shares the Optionee has elected to purchase and shall at the time of delivery of such notice tender cash or a cashier's or certified bank check to the order of Holdings for the full Exercise Price of such Option Shares and any amount required pursuant to Section 15 hereof. Alternatively, if Holdings is not at the time prohibited from purchasing or acquiring shares of its capital stock by applicable law or under the terms of any debt or lease facility, the Exercise Price may at the option of the Optionee be paid in whole or in part by delivery of shares of the Class B Common Stock owned by the Optionee provided that Optionee has owned such shares for at least six (6) months. The value of any such shares delivered or withheld as payment of the Exercise Price shall be such shares' Fair Market Value. In addition, Holdings shall cooperate with Optionee to facilitate a sale of Option Shares through a broker to pay the exercise price provided such sale is otherwise permitted under this Agreement, the Certificate of Incorporation or the Stockholders Agreement or under applicable law. The Committee further may, in its discretion, permit payment of the Exercise Price in such other form or in such other manner as may be permissible under the Plan and under any applicable law.
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.
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. 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. 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. 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. (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.