Option Exercise Clause Samples

Option Exercise. Customer may exercise an option by giving written notice to Boeing on or before the date [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the first business day of the applicable delivery month listed in the Attachment (Option Exercise Date).

Option Exercise. The MCoE KO shall review each Contractor’s success at meeting its proposed subcontracting goals, and/or metrics’ attainment each year as part of the option exercise process. The MCoE KO reserves the right not to exercise optional ordering periods 2 through 4 based on a contractor's failure to meet or to demonstrate an attempt to meet the subcontracting goals and/or metrics of the contract. However, the MCoE KO is granted a certain amount of discretion in determining whether or not to exercise the option based upon the Contractor’s efforts to meet its proposed subcontracting requirements.

Option Exercise. With respect to each Company License Option, to exercise such Company License Option, Company shall give written notice (an “Option Notice”) of the exercise of such Company License Option within [**] calendar days following Company’s receipt of the applicable Disclosure Notice (such period as it may be extended in accordance with the terms of this Agreement, the “Option Period”). In the event that Company exercises a Company License Option during the Option Period, then, subject to Section 2.4.3 (Participating Institution Approval), during the period beginning on the date of the Option Notice and ending on the date that is [**] calendar days thereafter (the “Negotiation Period”), the Parties shall negotiate in good faith an Invention License Agreement for fair market value on terms consistent with Broad’s standard agreements with industry licensees. If, no later than the end of [**] calendar days following Company’s receipt of the applicable Disclosure Notice, Company notifies Broad in writing that Company has a possible interest in exercising the Company License Option and agrees to pay the out-of-pocket costs of preparing a patent application covering the Invention that is the subject of such Disclosure Notice (such written notice, the “Extension Notice,” and such costs, the “Prosecution Costs”), the Option Period shall be extended so that it expires on the date that is [**] calendar days after the date of the first filing of the first patent application (provisional or utility) covering such Invention. If after providing an Extension Notice, Company fails to pay any portion of the applicable Prosecution Costs within [**] calendar days after presentation of an invoice therefore (including reasonably detailed back-up for the charges shown thereon), then the applicable Option Period and applicable Company License Option shall terminate immediately upon written notice to Company by Broad. Any such non-payment of Prosecution Costs in any calendar year shall be considered a material breach of this Agreement. Company shall not have the right to prepare, file, prosecute or maintain any Optioned IP; provided, however, that during an Option Period, Broad shall permit Company to review and comment on any draft patent application covering an Invention subject to the applicable Company License Option, on the express condition that Company will not propose any claim amendment or new claim that it believes, or has reason to believe, would result in the addition of new...

Option Exercise. Each exercise of the Option will be permitted solely in accordance in all respects with the Communications Act and all applicable rules, regulations and policies of the FCC. In order to exercise the Option, Buyer must deliver to Seller (prior to the Option Expiration Date) written notice (an “Exercise Notice”) of Buyer’s intention to do so. Buyer may withdraw any Exercise Notice prior to the Closing by written notice to that effect to Seller. No such withdrawal (and no withdrawal of any subsequent Exercise Notice) will affect Buyer’s right subsequently to exercise the Option by delivering to Seller (prior to the Option Expiration Date) one or more other Exercise Notices, subject in all events to compliance with the Communications Act and all applicable rules, regulations and policies of the FCC. Upon the withdrawal of any Exercise Notice, Buyer shall reimburse Seller for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees) incurred by Seller in connection with its compliance with Section 6.2 with respect to such Exercise Notice.

Option Exercise. (a) Except as otherwise provided in Section 7: (i) during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3(c), be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution. (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3(c); provided, however, that each partial exercise shall be for whole shares only. (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3(c): (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised; (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for at least six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) to the extent permitted by the Committee (1) shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is thereby exercised; or (2) delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 4(c)(ii); (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment app...

Option Exercise. Upon AstraZeneca (a) providing notice to Moderna in writing which Product Candidate is being selected by AstraZeneca to be an Optioned Product Candidate hereunder (along with all associated Development Pool Candidates), and identifying the applicable Product Candidate and Development Polypeptide and the applicable AstraZeneca Field (“AstraZeneca Option Notice”), and (b) paying to Moderna the Initial Payment, whereupon the Commercialization Schedules will apply to the Commercialization of such Product Candidate and the other items specified thereon, an Option will be exercised. Moderna will only have the right to object to an AstraZeneca Option Notice if the Product Candidate selected by AstraZeneca does not satisfy the definition of a Product Candidate in Section 1.81 or the AstraZeneca Option Notice does not otherwise comply with the notice requirements in this Section 6.6. If Moderna properly objects to such AstraZeneca Option Notice in writing within [***] of receipt thereof, the Parties will discuss Moderna’s objections. If Moderna fails to properly object to such AstraZeneca Option Notice in writing within [***] of receipt thereof, AstraZeneca may proceed with the Product Candidate selected. A separate AstraZeneca Option Notice and payment of the Initial A&R OPTION AGREEMENT Payment will be required for each Development Polypeptide and the first Product Candidate with respect thereto optioned by AstraZeneca pursuant to this Section 6.6. If AstraZeneca does not issue an AstraZeneca Option Notice and pay the Initial Payment with respect to a Product Candidate [***] a Development Polypeptide during the Option Exercise Period for such Development Polypeptide, the right to exercise an Option and other rights granted to AstraZeneca under this A&R Option Agreement and the other Transaction Agreements with respect to such Product Candidate will terminate in full and will no longer be exercisable and such Development Polypeptide and the Product Candidate and other Development Pool Candidates for such Development Polypeptide will be automatically re-designated as a Discontinued Polypeptide and Discontinued Product Candidates, respectively.

Option Exercise. Subject to this Award Agreement and the Plan, on and after a Vesting Date, the Option may be exercised in whole or in part with respect to the number of Option Shares which have become vested pursuant to Section 2 above by filing a written notice with the Committee in accordance with rules and procedures established by the Committee; provided, however, that in no event will the Option (or any portion thereof) be exercisable after the Expiration Date of the Option. Any such notice shall specify the number of Option Shares which the Participant elects to purchase and shall be accompanied by payment of the Exercise Price for such Option Shares indicated by the Participant’s election (except as otherwise provided by the Committee in connection with a broker-assisted cashless exercise program). Subject to applicable law and as approved by the Committee, the Exercise Price shall be payable (a) in cash, or its equivalent, (b) through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate Exercise Price, (c) the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement, (d) by a combination of the foregoing, or (e) by such other methods as may be approved by the Committee.

Option Exercise. Optionee shall have the right, but not the obligation, to exercise the Option at any time on or after the Effective Date and through the Option Expiration Date (the “Option Period”). It is hereby acknowledged and agreed that the Option hereby granted constitutes a present and absolute grant of the Option as of the date hereof. In order to exercise the Option, Optionee shall deliver prior to the Option Expiration Date a written notice of exercise (the “Exercise Notice”) to Optionor specifying the date (the “Closing Date”) on which settlement hereunder shall occur (the “Closing”); provided, however, that the Closing Date shall be no fewer than [__] ([__]) days after the date of the Exercise Notice and no later than [__] ([__]) days after the end of the Option Period. Upon Optionee’s exercise of the Option as above provided, this Agreement will automatically become an agreement by Optionor to sell and convey the Asset to Optionee and an agreement by Optionee to purchase the Asset from Optionor, in each case upon the terms and conditions set forth herein. If Optionee delivers an Exercise Notice, Optionee agrees: ▇. ▇▇ pay Optionor [_____________] Dollars ($[_____]) by wire transfer to Optionor of immediately available funds, on the Closing Date. b. [To issue to Optionor pursuant to the Offering that number of Series Interests equal to [_____] dollars ($[_____] USD), which is calculated by dividing the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Optionor shall comply with customary procedures and requirements applicable to other investors in Series Interests as Optionee or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)].

Option Exercise. Subject to PRC law and regulations, Party A and/or the Designated Persons may exercise either Option, one or more times to the extent the relevant Transferor still owns any Equity Interest or assets subject to an Option, by issuing a written notice in the form attached hereto as Exhibit A (the “Notice”) (i) in the case of the Equity Option, to Party B as the Transferor, specifying the Equity Interest and (ii) in the case of the Asset Option, to Party C as the Transferor, specifying the assets to be purchased (such Equity Interest or assets, as the case may be, the “Purchased Interest”) and the manner of such purchase.