No Effective Option Exercise Closing Sample Clauses

No Effective Option Exercise Closing. (i) With respect to each Galapagos Program for which Gilead delivers an Option Exercise Notice during the applicable Option Exercise Period (or prior to the applicable Option Exercise Period pursuant to Section 8.2(b)(iv)) (during which period Galapagos can continue to conduct such Galapagos Program), notwithstanding anything to the contrary in Section 8.2(d), if within […***…] days after the date on which both Parties have made the necessary initial Antitrust Filings in the applicable country(ies) with respect to such Galapagos Program, the Initial Option Closing has not occurred, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Program, and unless the non-notifying Party responds within […***…] Business Days to the notifying Party, providing evidence that it is using reasonable efforts to secure the necessary Antitrust Approvals in the applicable jurisdictions (including in response to any additional request from Antitrust Authorities), such termination of the Option for such Galapagos Program shall occur at 11:59 p.m. Pacific Time on such […***…] Business Day, at which time such Galapagos Program shall become an Excluded Program. If the non-notifying Party responds within such […***…] Business Day period with such evidence, then either Party may notify the other Party that it is terminating the Option relating to such Galapagos Program if the Initial Option Closing has not occurred by 11:59 p.m. Pacific time on the […***…] day after the date on which both Parties have made such necessary initial Antitrust Filings, and such termination of the Option for such Galapagos Program shall occur at 12:01 a.m. Pacific time on […***…].
Sample 1Sample 2
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No Effective Option Exercise Closing. (i) With respect to each Arcus Program for which Gilead delivers an Option Exercise Notice during the applicable Option Exercise Period, or prior to such Option Exercise Period in accordance with Section 8.3(b)(vi), notwithstanding anything to the contrary in Section 8.3(d), if within [***] days after the delivery of the Option Exercise Notice, the Initial Option Closing has not occurred, then either Party may notify the other Party that it is terminating the Option relating to such Arcus Program, and unless the non-notifying Party responds within [***] Business Days to the notifying Party, providing evidence that it is using reasonable efforts to secure the necessary Antitrust Approvals in the applicable jurisdictions (including in response to any additional request from Antitrust Authorities), such termination of the Option for such Arcus Program shall occur at 11:59 p.m. Pacific Time on such [***] Business Day, at which time all Arcus Molecules in such Arcus Program shall become Excluded Arcus Molecules and such Arcus Program shall become an Arcus Excluded Program. If the non-notifying Party responds within such [***] Business Day period with such evidence, then either Party may notify the other Party that it is terminating the Option relating to such Arcus Program if the Initial Option Closing has not occurred by 11:59 p.m. Pacific time on the [***] day after the delivery of the Option Exercise Notice , and such termination of the Option for such Arcus Program shall occur at 12:01 a.m. Pacific time on [***].
Sample 1
No Effective Option Exercise Closing. Notwithstanding Section 8.3(e)(i) of the Agreement, which Section shall not apply to the exercise of the Options contemplated herein, if the Option Exercise Closing (or, if there is more than one (1) closing for the applicable Option, the Amended Initial Option Closing) with respect to a 2021 Optioned Program has not occurred within [***] days after the Amendment Execution Date, to the extent permitted by applicable Antitrust Laws, Gilead may provide written notice to Arcus that it is rescinding the Option for such 2021 Optioned Program, and unless Arcus responds to Gilead within [***] Business Days of receiving such written notice, providing evidence that it is using reasonable efforts to secure the necessary Antitrust Approvals in the applicable jurisdictions (including in response to any additional request from Antitrust Authorities), (i) Gilead’s exercise of the Option for such 2021 Optioned Program set forth herein shall be automatically and immediately rescinded without penalty or prejudice, at 11:59 p.m. Pacific Time on such [***] Business Day and (ii) until the expiration of the Option Exercise Period for such 2021 Optioned Program, such 2021 Optioned Program shall remain subject to Section 8.3 of the Agreement, including Gilead’s right to exercise the Option with respect to such 2021 Optioned Program. If Arcus responds within such [***] Business Day period with such evidence, then Gilead may provide written notice to Arcus that it is rescinding its exercise of the Option for such 2021 Optioned Program if the Option Exercise Closing (or, if there is more than one (1) closing for the applicable Option, the Amended Initial Option Closing) has not occurred by 11:59 p.m. Pacific Time on the [***] day after the Amendment Execution Date, in which event (A) Gilead’s exercise of the Option for such 2021 Optioned Program set forth herein shall be automatically and immediately rescinded, without penalty or prejudice, at 12:01 a.m. Pacific Time on the following day and (B) until the expiration of the Option Exercise Period for such 2021 Optioned Program, such 2021 Optioned Program shall remain subject to Section 8.3 of the Agreement, including Gilead’s right to exercise the Option with respect to such 2021 Optioned Program.
Sample 1

Related to No Effective Option Exercise Closing

  • Stock Option Exercise Agreement To exercise this Option, Participant (or in the case of exercise after Participant’s death or incapacity, Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit A, or in such other form as may be approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia, (i) Participant’s election to exercise the Option, (ii) the number of Shares being purchased, (iii) any restrictions imposed on the Shares and (iv) any representations, warranties and agreements regarding Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option and such person shall be subject to all of the restrictions contained herein as if such person were the Participant.

  • Option Exercise Period Check One:

  • Time of Exercise of Option This Option shall be first exercisable as to 25% of the Shares on each of the first four anniversary dates of this Agreement. To the extent the Option is not exercised by the Optionee when it becomes exercisable, it shall not expire, but shall be carried forward and shall be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter defined.

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Option Exercise Price The per share price to be paid by Optionee in the event of an exercise of the Option will be $ .

  • Manner of Option Exercise This Option may be exercised by Xxxxx in whole or in part from time to time, subject to the conditions contained in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to Xxxxxx at his principal executive office, of a written Notice of Exercise, with a copy to RDO at its principal executive office. Such notice will identify this Option, will specify the number of Option Shares with respect to which the Option is being exercised, and will be signed by the person so exercising the Option. Such notice shall be accompanied by payment in full of the total purchase price of the Option Shares purchased. In the event that the Option is being exercised by any person or persons other than Xxxxx, the Notice will be accompanied by appropriate proof of right of such person or persons to exercise the Option. As soon as practicable after the effective exercise of the Option, Xxxxxx will deliver to the person exercising this Option one or more duly issued stock certificates evidencing such ownership, together with an assignment separate from the certificate duly endorsed by him evidencing the transfer of the Option Shares with respect to which the Option is being exercised. Upon receipt of the foregoing, RDO will deliver to the transferee one or more duly issued stock certificates bearing such transfer restrictions as may then be appropriate based upon advice of RDO's legal counsel.

  • Exercise of Nonstatutory Stock Option There may be a regular ------------------------------------- federal income tax liability upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • When Exercise Effective Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Sections 3.1 and 12 hereof, and, at such time, the Holder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in Section 3.3 hereof shall be deemed to have become the holder or holders of record thereof of the number of Warrant Shares purchased upon exercise of this Warrant.

  • Manner of Exercise of Option (a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares as to which the Option is being exercised and accompanied by payment in full for such Shares. No partial exercise may be made for less than one hundred (100) full Shares of Common Stock. Payment shall be made in accordance with the terms of the Plan. Upon such exercise, delivery of a certificate for paid-up, non- assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not less than thirty (30) and not more than ninety (90) days from the date of receipt of the notice by the Company.

  • Notice of Exercise of Option This Option may be exercised by the ---------------------------- Optionee, or by the Optionee's administrators, executors or personal representatives, by a written notice (in substantially the form of the Notice of Exercise attached hereto as Schedule B) signed by the Optionee, or by such administrators, executors or personal representatives, and delivered or mailed to the Company as specified in Section 14 hereof to the attention of the President or such other officer as the Company may designate. Any such notice shall (a) specify the number of shares of Stock which the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, then elects to purchase hereunder, (b) contain such information as may be reasonably required pursuant to Section 12 hereof, and (c) be accompanied by (i) a certified or cashier's check payable to the Company in payment of the total Exercise Price applicable to such shares as provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or accompanied by stock transfer powers having a Fair Market Value equal to the total Exercise Price applicable to such shares purchased hereunder, or (iii) a certified or cashier's check accompanied by the number of shares of Stock whose Fair Market Value when added to the amount of the check equals the total Exercise Price applicable to such shares purchased hereunder. Upon receipt of any such notice and accompanying payment, and subject to the terms hereof, the Company agrees to issue to the Optionee or the Optionee's administrators, executors or personal representatives, as the case may be, stock certificates for the number of shares specified in such notice registered in the name of the person exercising this Option.

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