Option Election. Such Option shall be elected by BIOGEN by giving written notice to CURAGEN within the Exclusive Evaluation Period for such Exclusive Data Set, which shall specify in detail the Optioned Clone to be included within the terms of any such Option and which shall be accompanied by the payment of any Option Fee as specified in Section 7.2. Each Optioned Clone, and the term of the corresponding Option Period, shall be listed on Appendix A hereto from time to time. Notwithstanding the foregoing, for Project Data Sets, BIOGEN may request such an Option after expiration of the Exclusive Evaluation Period, which Option shall be granted by CURAGEN upon payment of the Option Fee specified in Section 7.2, unless prohibited by agreements with third parties.
Option Election. The undersigned holder of an option or options (the “Options”) to purchase shares (the “Option Shares”) of common stock of Cxxxx Pharmaceutical Group, Inc. (“Cxxxx”), par value $0.01 per share (“Common Stock”), hereby agrees that, immediately prior to the purchase of shares of Common Stock by Acquisition Subsidiary in its pending tender offer for any and all outstanding shares of Common Stock (the “Offer”), and contingent upon such purchase, the undersigned shall be deemed to have fully exercised each such Option (whether or not the Option was previously exercisable) and to have tendered each of the Option Shares to Acquisition Subsidiary pursuant to the Offer. The undersigned agrees to pay the exercise price per Option Share (the “Exercise Price”) After such payment, the undersigned shall be entitled to receive from Acquisition Subsidiary with respect to each Option Share purchased by Acquisition Subsidiary pursuant to the Offer an amount equal to the price per share of Common Stock paid by Acquisition Subsidiary pursuant to the Offer. The undersigned acknowledges that he or she has been advised that (i) Options for which a valid Option Election has been executed and delivered to Cxxxx that are not already vested will become vested immediately prior to the expiration of the Offer (but contingent upon the purchase by Acquisition Subsidiary of shares of Common Stock pursuant to the Offer), (ii) Cxxxx and Acquiror will make it possible for Option Shares issuable upon exercise of the Options covered by Option Elections above to be tendered in the Offer, and (iii) upon the purchase of Option Shares pursuant to this Option Election, the undersigned shall have no further rights under such Option. Signature: Print Name: Date: ANNEX C Index of Defined Terms Acceptance Time 1.1(b) Acquiror Caption Acquisition Proposal 5.2(b)(i) Acquisition Subsidiary Caption Affiliate 8.8(a) Agreement Caption Blue Sky laws 3.5(b) Budget and Operating Plan 8.8(b) Business Day 8.8(c) Certificate 2.6(c) Certificate of Merger 2.3 Cleanup 3.19(f) Closing 2.2 Closing Date 2.2 Code 2.10(b) Cxxxx Caption Cxxxx Balance Sheet 3.6(b) Cxxxx Common Stock Preamble Cxxxx Contract 3.9(a) Cxxxx Disclosure Schedule Article 3 Cxxxx Intellectual Property 8.8(g) Cxxxx Option 2.5(e) Cxxxx Personnel 3.16(m) Cxxxx Public Reports 3.6(a) Cxxxx Shares Preamble Cxxxx Subsidiary 3.3 Cxxxx Subsidiaries 3.3 Cxxxx Warrant 2.5(f) Confidentiality Agreement 5.4(b) Continuing Directors 1.3(a) Contract 8.8(d) Control ...
Option Election. Employees qualifying under Section IV-B shall notify their supervisor of their election (either mileage or board & lodging) as far in advance as possible. When the assignment is to last less than one (1) full calendar week, employees may not change their election. If the assignment is to last more than one (1) full calendar week, employees may change their election effective upon the completion of any full calendar week. Employees shall notify their supervisor of their desire to change not later than quitting time on Friday preceding the week in question.
Option Election. An election form and other appropriate and customary materials in such form as Parent and the Company shall mutually agree (the “Option Election Form”) shall be mailed within five days of mailing of the Proxy Statement to each holder of record of a Company Stock Option (other than ISOs, which shall be treated in the manner provided in Section 5.04(f) and other than France Options, which shall be automatically converted into Converted Options). Each Election Form shall permit the holder to specify and elect: (i) to have all or a portion (determined on a grant-by-grant basis) of the shares of Company Common Stock subject to such Company Stock Option converted at the Effective Time into the Cash-Out Amount applicable to such option in accordance with Section 5.04(a)(ii) or Section 5.04(b)(i) (a “Cash-Out Election”), or (ii) to have all or a portion (determined on a grant-by-grant basis) of the shares of Company Common Stock subject to such Company Stock Option converted at the Effective Time into the applicable Converted Option in accordance with Section 5.04(a)(i) or Section 5.04(b)(ii) (a “Roll-Over Election”). Any such election shall have been properly made only if the Company shall have received a properly completed Option Election Form by 5:00 p.m. Eastern Time on the Option Calculate Date. An Option Election Form shall be deemed properly completed only if duly executed by the holder of such Company Stock Option, together with any other materials required to be submitted in accordance with the instructions set forth in the Option Election Form. Any Option Election Form may be revoked or modified by the person submitting such form, only by written notice to the Company received prior to 5:00 p.m. Eastern Time on the Option Calculation Date. In the event (A) an Option Election Form is revoked prior to 5:00 p.m. Eastern Time on the Option Calculation Date and a subsequently properly completed Option Election Form is thereafter received by the Company prior to 5:00 p.m. Eastern Time on the Option Calculation Date, or (B) the Company has not received an effective, properly completed, Option Election Form on or before 5:00 p.m. Eastern Time on the Option Calculation Date with respect to any specified Company Stock Option, then, in each case, the holder of such Company Stock Options with respect to which no valid election has been made in accordance with this Section 5.04(c) shall be deemed to be neither a Cash-Out Election nor a Roll-Over Election in respect o...
Option Election. With respect to the Company In-The-Money-Options held by a Company In-The-Money Optionholder:
Option Election. Lender shall exercise its options under the Option Agreement as a first and primary source of repayment of the Note and Obligations. Lender's first resource for payment of the Note and Obligations shall be from the exercise proceeds potentially available to APC under the Option Agreement; Lender rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process, shall be subject to Pledgor's election under the Option Agreement, so that Lender may only enforce its rights and remedies hereunder, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral, if first Lender requests an election determination by each optionor under the Option Agreement (in accordance with the terms of the Option Agreement) and a majority in interest of optionors elect to direct the option exercise proceeds to the optionor rather than to APC. If a majority in interest of optionors elect to direct their exercise proceeds to APC, Lender shall look to such proceeds for satisfaction and payment (whether or not APC actually pays such proceeds to Lender under the Note, or otherwise) and may not enforce its rights and remedies hereunder against the Collateral, including, without limitation, the right to foreclose Lender's security interests in any and/or all Collateral by any available judicial procedure or without judicial process. Lender may only enforce the Obligations against the Collateral under this Agreement to the extent that no exercise proceeds are available to APC under an election by a majority in interest of optionors pursuant to exercise under the Option Agreements. Lender shall exercise the Option Agreement equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted an option by Tom M. Djokovich, The Access Holdings Limited Partnership, and Axxxxx Xxxxxx. Xxrther, Lender shall enforce any stock pledge agxxxxxxx, xxx the security interest granted therein, equally, share-for-share and dollar-for-dollar, against all shares of common voting stock of APC in which Lender shall have been granted a security interest by Tom M. Djokovich, The Access Holdings Limited Partnership, and Xxxxxx Xxxxxx. APC shall (and Lender as manager shall cause APC tx ) xxxxxxxx xay all exercise proceeds potentially directed to APC by the ...
Option Election. In the event B&G Salick fail to give the Surviving --------------- Corporation the Option Notice on or before the Effective Time, then B&G Salick shall be deemed to have elected Option 1. In the event B&G Salick elect Option 2, Surviving Corporation shall purchase the Xxxxxxx Boulevard Property "AS IS, WHERE IS, WITH ALL FAULTS" without representations or warranties, other than a grant deed. In the event B&G Salick elect Option 2, the Surviving Corporation shall not be required, as part of such exchange, to take title to any other real property other than the Xxxxxxx Boulevard Property or to incur any additional escrow, title or other charges as a result of the exchange but the Surviving Corporation agrees to cooperate with B&G Salick in such a tax-deferred exchange, including purchasing the Xxxxxxx Boulevard Property from a third party who acquired it from B&G Salick. In the event B&G Salick elect Option 2 but fail to effect an exchange, the conveyance of the Xxxxxxx Boulevard Property to the Surviving Corporation shall nevertheless be effected on terms described above within 120 days of the Effective Time as a straight purchase and sale between B&G Salick and the Surviving Corporation.
Option Election. GG, FCR and GAA each acknowledge and agree that GAA and all persons not dealing at arm’s length with GAA will forego any deduction under the Tax Act with respect to the cash payment to be made by GAA to holders of GAA Options pursuant to the Plan of Arrangement. To effect the foregoing, GAA shall timely comply with the requirements described in subsection 110(1.1) of the Tax Act, including making and filing appropriate elections and delivering written notice of such elections to such holders of the GAA Options in accordance with the requirements set out in the Tax Act.
Option Election. Employee shall have the option to receive all or any portion of any bonus earned pursuant to this Section 3.2 in options to purchase shares of Common Stock in lieu of cash, subject to the terms and conditions set forth in a separate option agreement or agreements and subject to the terms and conditions of the Stock Award Plan. If Employee so elects, he will receive an option to buy 1 share of Common Stock in exchange for each dollar of earned bonus. The option agreement or agreements will provide for an exercise price of $5.00 per share for options received in lieu of a cash bonus with respect to Fiscal 2002 and an exercise price of $6.00 per share for options received in lieu of a cash bonus with respect to Fiscal 2003. The option agreement or agreements will further provide that the options will vest upon the date of grant (which date of grant shall be in the same time allotted for delivery of any earned cash bonus) and will become 100% exercisable upon the 1st anniversary of the date of
Option Election. Such Option shall be elected by GENENTECH by giving written notice to CURAGEN within the Exclusive Evaluation Period for such Exclusive Data Set, which shall specify in detail the Optioned Clone to be included within the terms of any such Option and which shall be accompanied by the payment of any Option Fee as specified in Section 7.2. Each Optioned Clone, and the term of the corresponding Option Period, shall be listed on Appendix A hereto from time to time. Notwithstanding the foregoing, GENENTECH may request such an Option from Project Data Sets after expiration of the Exclusive Evaluation Period, which Option shall be granted by CURAGEN upon payment of the Option Fee specified in Section 7.2 unless prohibited by written agreements with third parties. Certain confidential information contained in this Exhibit, marked by brackets and asterisks, were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.
