Notice; Exercise. The Stockholders may exercise their Put Right by giving written notice (the "Put Notice") to AmPaM within thirty (30) days of the third anniversary of the execution hereof. If any Stockholder does not provide AmPaM with a Put Notice within such thirty-day period, the Put Right applicable to such Stockholder shall expire. The date for closing the sale of any shares of AmPaM Stock pursuant to a proper exercise of a Put Right shall in no event be earlier than 90 days after the date AmPaM receives the Put Notice. Any such closing shall be at such time of day and place as shall be mutually agreed between such holder and AmPaM. At such closing AmPaM shall make payment for the AmPaM Stock to be repurchased by wire transfer of immediately available funds to a bank account designated by such Stockholder for such purpose and such Stockholder shall deliver to AmPaM certificates, duly endorsed for transfer, representing the shares of AmPaM Stock to be purchased and sold pursuant to the exercise of such Put Right.
Notice; Exercise. Evolent shall give to Landlord written notice of Evolent’s exercise of its option to so lease the Available Space within fifteen (15) days after the date on which Landlord gives Landlord’s Offer to Evolent. If Evolent shall fail to exercise its option to lease the Available Space within said fifteen (15) days after the date on which Landlord’s Offer is so given by Landlord, then Landlord shall be free to offer to lease and to lease such Available Space to others and Evolent’s right to lease said Available Space shall be void and of no force or effect for the remainder of the Term of this Lease (Evolent’s right hereunder being a one time right as to such Available Space), and Landlord may lease said Available Space to others upon such terms and for such periods as shall be acceptable to Landlord (it being agreed that time shall be of the essence in Evolent’s delivery of the aforesaid notice to Landlord and that if such written notice is not so delivered within the time aforesaid, Landlord will rely to its detriment on Evolent’s failure to give such written notice).
Notice; Exercise. In the event that Landlord receives from a third party prospective tenant a response to a proposal for all or any portion of the ROFN Space which is on terms that Landlord is willing to accept, then Landlord shall provide written notice to Evolent of the existence of such prospective third party tenant, in which event Evolent shall give to Landlord written notice of Evolent’s exercise of its option to so lease the ROFN Space within five (5) business days after the date on which Landlord gives written notice to Evolent of such prospective third party tenant. If Evolent shall fail to exercise its option to lease the ROFN Space within said five (5) business days after the date of such notice from Landlord of the existence of a prospective third party tenant, then (i) Landlord shall be free to enter into a lease with such third party tenant upon terms and conditions acceptable to Landlord in its sole and absolute discretion, and (ii) Evolent’s rights set forth in this Section 46 with respect to any remaining space on the sixth (6th) floor of the Building which is not the subject of such lease with such third party tenant shall remain in full force and effect through and including the date on which all rentable office space on the sixth (6th) floor of the Building has been leased. In the event that Landlord and such third (3rd) party tenant do not enter into a lease, then Landlord shall not be permitted to enter into a lease with a new third party tenant until such time as Landlord has notified Evolent of the existence of such new third party tenant and Evolent has failed to exercise its right to lease the applicable portion of the ROFN Space within the aforementioned five (5) business day period following such notice from Landlord.
Notice; Exercise. Tenant shall give to Landlord notice of Tenant’s exercise of its option to so lease the Expansion Space which (i) as to Expansion Space #1, shall be given by the later to occur of the date which occurs one (1) year prior to the date identified as the Expansion Space Commencement Date for Expansion Space #1 in the corresponding notice delivered by Landlord pursuant to Section 41.B(i) above, and (2) the date which occurs ten (10) months after the date upon which Tenant receives Landlord’s corresponding notice for Expansion Space #1 delivered in accordance with Subsection 41.B(1) above; and (ii) as to Expansion Space #2, shall be given by the later to occur of (1) the date which occurs one (1) year prior to the date identified as the Expansion Space Commencement Date for Expansion Space #2 in the corresponding notice delivered by Landlord to Tenant in accordance with Subsection 41.B (i) above, and (2) the date which occurs ten (10) months after the date upon which Tenant receives Landlord’s corresponding notice for Expansion Space #2 delivered in accordance with Subsection 41.B(i) above. If Tenant does not timely give any such notice to Landlord, then Landlord shall be free to offer to lease and to lease such Expansion Space #1 or Expansion Space #2, as the case may be, to others and Tenant’s Expansion Space Option for Expansion Space #1 or Expansion Space #2, as the case may be, shall be void and of no force or effect for the remainder of the Term of this Lease and Landlord may lease said Expansion Space #1 or Expansion Space #2, as the case may be, to others under such terms and for such periods as shall be acceptable to Landlord (it being agreed that time shall be of the essence in Tenant’s delivery of each of the aforesaid notices to Landlord and that, if any such notice is not so delivered in the time aforesaid, Landlord will rely to its detriment on Tenant’s failure to give such notice). Notwithstanding anything to the contrary contained in this Lease, (x) Tenant’s failure to exercise any Expansion Space Option pursuant to this Section 41 shall not affect its right to exercise any subsequent Expansion Space Option, and (y) Tenant may only exercise the Expansion Space Option for Expansion Space #2 if Tenant has either waived or failed to timely exercise its right to terminate this Lease effective as of the last day of the seventh (7th) Lease Year pursuant to Section 49 below, and Tenant has either waived or failed to timely exercise its right to terminat...
Notice; Exercise. 23 6.3 Consideration; Closing......................................................................................... 24 6.4 Effect of Failure to Comply. ................................................................................ 24 Section 7. Drag-Along Rights. .............................................................................................. 24 7.1 General. ................................................................................................................ 24 7.2 Notice. .................................................................................................................. 25 7.3 Terms of a Drag-Along Transaction. ................................................................... 25 7.4 Cooperation. ......................................................................................................... 26 7.5 Costs. .................................................................................................................... 26 7.6 Drag-Along Transaction Not Consummated. ...................................................... 26 Section 8. Confidentiality. .................................................................................................... 26 Section 9.
Notice; Exercise. Any XX Xxxxxx proposing to make a Proposed MJ Disposition (or series of Planned MJ Dispositions) must deliver to the Company a written notice setting forth the terms and conditions of such Proposed MJ Disposition(s) (a “Proposed Disposition Notice”) not later than five (5) Business Days prior to the proposed consummation of such Proposed MJ Disposition or first Planned MJ Disposition in any such series. Such Proposed Disposition Notice shall contain the material terms and conditions (including the number of Transfer Shares, and, if not planned to be consummated on the open market, the price per Transfer Share and form of consideration) of the Proposed MJ Disposition(s) and the identity (if known) of the Person or Persons to whom such XX Xxxxxx proposes to make such Proposed MJ Disposition(s), and shall contain the wire instructions for payment of the purchase price by the Company to the MJ Holders in the event the Company exercises the Right of First Refusal. To exercise its Right of First Refusal under this Section 6.2, within five (5) Business Days after delivery of the Proposed Disposition Notice (the “Exercise Period”), the Company must deliver a written notice from the Company notifying any XX Xxxxxx proposing to make a Proposed MJ Disposition that the Company intends to exercise its Right of First Refusal as to some or all of the Transfer Shares with respect to the Proposed MJ Disposition(s) (the “Exercise Notice”). The Exercise Notice shall set forth the number of Transfer Shares that the Company will acquire and the ROFR Price to be paid for such Transfer Shares. If the Company (i) does not deliver an Exercise Notice within the Exercise Period or has otherwise delivered a written notice to the XX Xxxxxx stating that the Company will not exercise its Right of First Refusal with respect to some or all of the Transfer Shares, or (ii) the Exercise Notice delivered by the Company provides for the exercise of the Right of First Refusal with respect to only a portion of the Transfer Shares, then the XX Xxxxxx may Dispose of any of the Transfer Shares that are not subject to the Exercise Notice within thirty (30) days beginning on the date immediately following the expiration of the Exercise Period or, if longer, the time period set for such series of Planned MJ Dispositions in the Proposed Disposition Notice, which period shall not exceed ninety (90) days (the “Transfer Period”) at a price not less than the ROFR Price, other than in the case of any Planne...
Notice; Exercise. In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same. Such Purchaser shall have fifteen days after any such notice is received to agree to purchase such Purchaser's pro rata share of such New Securities for the price (or anticipated price or price range, if applicable) and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. A Purchaser's failure to respond within the fifteen day period shall be deemed a waiver of its right to acquire New Securities.
Notice; Exercise. In the event that Metabolex decides to seek a partner for the research, development, promotion, and/or commercialization of a PPAR-d Product or Other Product, Metabolex shall provide notice in writing (the “Notice to Partner”) to Xxxxxxx of such intention. Within thirty (30) days of receipt of such Notice to Partner, Xxxxxxx shall submit a reasonable due diligence request to Metabolex (“Diligence Request”) in order for Xxxxxxx to evaluate Xxxxxxx’x interest in such PPAR-d Product or Other Product (as the case may be). Xxxxxxx shall then have thirty (30) days from the date of receipt of either (i) Metabolex’s detailed answer to the Diligence Request (which answer may be provided by Metabolex allowing appropriate Xxxxxxx employees access to a facility having the Metabolex Information that is responsive to such Diligence Request and reasonable time to review such Information), or (ii) the Notice to Partner, if no such Diligence Request was timely submitted by Xxxxxxx (as applicable), to notify Metabolex in writing of its desire to exercise the PPAR-d Right of First Negotiation (the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Notice; Exercise. In the event that (i) the board of directors of Xxxxxxx determines [***], (ii) Xxxxxxx [***], or (iii) Xxxxxxx determines to [***], Xxxxxxx shall provide notice in writing (the “Notice to Partner”) to Biogen Idec of the occurrence of such event. The Notice to Partner must include a [***] package [***]. The [***] package shall include, without limitation, [***].
Notice; Exercise. Except during the last two (2) Lease Years of the Term of this Lease, as such may be extended, Landlord shall give Tenant written notice (the "Offer Notice") of its intention to lease the Expansion Space (hereinafter defined) within five (5) days prior to the full execution and delivery of a letter of intent between Landlord and a third party with respect to the proposed leasing of such space ("Third Party Letter"). The Offer Notice shall set forth in reasonable detail the size and specific location of the Expansion Space. Should Tenant so elect, Tenant shall give written notice to Landlord of its intention to lease not less than four thousand (4,000) rentable square feet of the Expansion Space identified in the Offer Notice ("Tenant's Notice") not more than five (5) days after receipt by Tenant of the Offer Notice, in which case Landlord and Tenant shall promptly enter into an amendment to this Lease adding such Expansion Space (or portion thereof) to the Premises, adjusting Tenant's Proportionate Share to reflect such addition and providing for the term of the lease of such space to expire on the Expiration Date. All other terms
