Failure to Exercise. Upon the expiration of the Second Participation Period, or in the event no Participation Rights Holder exercises the Right of Participation within fifteen (15) days following the issuance of the First Participation Notice, the Company shall have one hundred and twenty (120) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such one hundred and twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section 3.
Failure to Exercise. In the event that the Major Investors fail to exercise in full the right of first refusal within such ten (10) day period, then the Company shall have one hundred twenty (120) days thereafter to sell the New Securities with respect to which the Major Investors’ rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Major Investors. In the event that the Company has not issued and sold the New Securities within such one hundred twenty (120) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Major Investors pursuant to this Section 3.
Failure to Exercise. To the extent that the Rights Holders fail to exercise in full the right of first refusal within such ten (10) plus five (5) day period, then the Company shall have 120 days thereafter to sell the New Securities with respect to which the Rights Holders' rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company's Notice to the Rights Holders. In the event that the Company has not issued and sold the New Securities within such 120 day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Rights Holders pursuant to this Section 3.4. If any Rights Holder fails to exercise its right of first refusal with respect to any New Securities in full (but not including any right of overallotment), and such New Securities are either purchased by other Rights Holders or issued and sold in full by the Company under the terms of this Section, such Rights Holder shall have no further right of first refusal with respect to New Securities.
Failure to Exercise. If Tenant shall fail validly and timely to exercise the Option herein granted, said Option shall terminate and shall be null and void and of no further force and effect.
Failure to Exercise. The failure of either Party to enforce at any time for any period any provision hereof shall not be construed to be a waiver of such provision or of the right of such Party thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. Remedies provided herein are cumulative and not exclusive of any remedies provided at law.
Failure to Exercise. Owner expressly acknowledges that Optionee may decline to exercise the Option for any or no reason as Optionee deems appropriate. If Optionee fails to exercise the Option by the Option Expiration Date, then (a) Owner shall have no obligation to refund the Option Consideration to Optionee; (b) Optionee shall promptly deliver to Owner a fully executed and acknowledged quitclaim deed to the Property and such other documentation reasonably requested by Owner to evidence termination of this Agreement; (c) this Agreement shall immediately terminate without further action of the parties; and (d) the parties shall have no further obligations to each other except as otherwise specifically provided in this Agreement and, to the extent they continue to be effective, the USC Lease (or any Direct Lease(s) between the parties), the Parking Lot Lease, the Sports Arena Option, and the NDA. This Section 3.3 is not intended to and does not in any way limit or affect any of the rights or remedies available to any party in the event the other party defaults in the due and timely performance of any of its obligations, or is in breach of any of its representations and warranties, under this Agreement.
Failure to Exercise. To the extent an offer pursuant to Section 3.1 is not accepted by the other Investors, the Transferor may, for a period of ninety (90) days thereafter, transfer the unaccepted securities, or any of them, upon terms no more favorable than specified in such offer, to any Person or Persons; provided that such Person or Persons agrees in writing with the Company and the Investors, prior to and as a condition precedent to such Transfer, to be bound by all of the such provisions as the Company may deem reasonably necessary.
Failure to Exercise. In the event the Offeree Holders fail to exercise their right of first refusal with respect to all of the New Securities by the end of the 15-day offer period provided in Subsection 4.4 hereof, or if the Offeree Holders waive their right of first refusal with respect to the issuance of New Securities pursuant to Subsection 4.6 hereof, then the Company shall have 120 days thereafter within which to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within 120 days from the date of said agreement) to sell the New Securities not being sold to the Offeree Holders at a price and upon terms no more favorable to the purchasers thereof than specified in the Company's Offer Notice. In the event the Company has not within such 120-day period either sold or entered into an agreement to sell the New Securities in accordance with the preceding sentence, the Company shall not thereafter issue or sell any of the New Securities described in the Offer Notice without first again offering such Securities to the Offeree Holders in the manner provided in this Section 4.
Failure to Exercise. If the Employee fails to exercise any part of the Option in accordance with the terms of this Agreement within the period set forth in Paragraph 2(a) above, then such part and all rights attached thereto shall automatically and immediately terminate without notice. This Agreement does not impose any obligation on the Employee to exercise the Option or any part hereof nor does it modify the other terms of Employee's employment set forth in the Employment Letter. The Employee shall have no rights as a stockholder of the Company with respect to the Shares covered by the Option unless and except to the extent that the Option shall have been validly exercised.
Failure to Exercise. If the Company and the Founders Group elects not to or fails to exercise in full the Right of First Offer/Refusal within thirty (30) calendar days from the date the Transfer Notice is delivered to the Company and the Founders Group with respect to the ROFO/R Shares, the Founder may, by no later than ninety (90) calendar days after the date of the Transfer Notice, conclude a transfer of all, but not less than all, of the ROFO/R Shares on the terms and conditions described in the Transfer Notice, and if an unaffiliated third party is named therein, to such third party and to no one else. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Founder, shall again be subject to the Right of First Offer/Refusal and shall require compliance by the Founder with the procedures described in this Section 3. If the Right of First Offer/Refusal is exercised, the parties shall consummate the sale of ROFO/R Shares on the terms set forth in the Transfer Notice by the later of sixty (60) calendar days after the delivery of the Transfer Notice to the Company; provided, however, in the event the Transfer Notice provides for the payment for the ROFO/R Shares other than in cash, the Company and the Founders Group, as appropriate, shall have the option of paying for the shares of Stock by the discounted cash equivalent of the consideration described in the Transfer Notice as reasonably determined by the Company.