Optional Exercise Clause Samples
Optional Exercise. (a) Except as provided in Paragraph 1.2(b), this Warrant may not be exercised at the option of the Company.
(b) The Warrant may not be exercised before June 30, 2000 at the Company's option. Thereafter, this Warrant shall be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior to the giving of written notice of exercise by the Company is $17.00 per share (appropriately Notwithstanding anything contained in this Warrant to the contrary, if, after giving effect to the shares of Common Stock issuable upon exercise (or partial exercise) of this Warrant pursuant to the Mandatory Exercise, Warburg would exceed the Control Threshold, then the following provisions shall apply:
(i) Warburg shall use its reasonable best efforts to obtain all Required Approvals as soon as practicable following receipt of the Optional Exercise Notice, unless Warburg notifies the Company that it intends to sell or otherwise transfer shares of Common Stock so that, after giving effect to the Mandatory Exercise, it will not exceed the Control Threshold. Without limiting the generality of the foregoing, at the request of Warburg, the Company shall register the shares to be issued to Warburg pursuant to the Mandatory Exercise in the names of the partners of Warburg unless, in the opinion of counsel to the Company, such shares are not at the time of such registration freely transferable by such partners pursuant to Rule 144(k) or another similar exemption from the registration requirements of the Securities Act of 1933, as amended.
(ii) In no event shall any shares of Common Stock be issued to Warburg pursuant to the Mandatory Exercise unless and until Warburg notifies the Company in writing that all Required Approvals have been obtained or that it has transferred or sold such number of shares of Common Stock such that, after giving effect to the issuance of the shares of Common Stock pursuant to the Mandatory Exercise, the Control Threshold would not be exceeded.
Optional Exercise. (a) Except as provided in Paragraph 1.2(b), this Warrant may not be exercised at the option of the Company.
(b) The Warrant may not be exercised before ________ __, 2000 at the Company's option. Thereafter, this Warrant shall be subject to mandatory exercise, in whole but not in part, at the option of the Company, if the Market Price of the Common Stock on twenty (20) consecutive trading days during the period ending within five days prior to the giving of written notice of exercise by the Company is $17.00 per share (appropriately adjusted for any stock split, stock dividend or similar event). In the event the Company delivers such notice to the Holder pursuant to Paragraph 1.2(b), the Holder shall have ten days to elect the manner in which the Exercise Payment shall be made. If the Holder fails to notify the Company in writing as to the manner in which the Exercise Payment is to be made within such ten-day period, the Holder shall be deemed to have elected a Net Exercise.
Optional Exercise. In addition to and without limiting the rights of the Holder hereof under the terms of this Warrant Certificate and the Warrant Agreement, the Holder may exercise some or all of the Warrants evidenced by this Warrant Certificate in whole or in part at any time or from time to time prior to its expiration for some or all of a number of shares of Stock of the Company having an aggregate Fair Market Value on the date of such exercise equal to the amount by which (a) the Fair Market Value of the number of shares of such Stock designated for exercise by the Holder hereof on the date of the exercise exceeds (b) the aggregate applicable Exercise Price for such shares in effect at such time. The following equations illustrate how many shares of Stock would then be issued upon exercise pursuant to this SECTION 2.02 with respect to Stock as to which the Holder has elected the option under this SECTION 2.02: Let FMV = Fair Market Value per share of Stock at date of exercise. PSP = Per share applicable Exercise Price at date of exercise. N = Number of shares of Stock desired to be exercised. X = Number of shares of Stock issued upon exercise.
Optional Exercise. During the Exercise Period, the rights under this Warrant may be exercised by the Holder, in whole or in part, at the Holder’s election by:
(a) (i) surrendering this Warrant, (ii) delivering a duly executed Notice of Exercise in the form of Exhibit A (the “Notice of Exercise”) and (iii) delivering a duly executed joinder to the LLC Agreement (to the extent the Holder is not already a Member thereunder) or applicable successor agreement (if applicable), in each case, to the Company via delivery in accordance with Section 16; and
(b) making payment to the Company of the Aggregate Exercise Price by wire transfer of immediately available funds to an account designated in writing by the Company.
Optional Exercise. Subject to Section 1.2 hereof and to the limitations on exercise set forth in Section 2 hereof, this Warrant is exercisable at the option of the Holder, from time to time during the Exercise Period, for all or any part of the Warrant Shares. The Corporation agrees that the Warrant Shares purchased under this Warrant shall be and are deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares. Subject to the provisions of Section 2, certificates for shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time after this Warrant has been exercised, and, in case of a purchase of less than all the Warrant Shares, the Corporation shall cancel this Warrant and, within a reasonable period of time, shall execute and deliver to the Holder a new Warrant of like tenor for the balance of the Warrant Shares. Each stock certificate so delivered shall be registered in the name of the Holder or such other name as shall be designated thereby, subject to the limitations contained in Section 2.
Optional Exercise. During the applicable Exercise Period with respect to any Warrant Shares, the rights under this Warrant may be exercised by the Holder with respect to any Warrant Shares that have vested during the Vesting Period, in whole or in part, at the Holder’s election by:
(a) (i) surrendering this Warrant and (ii) delivering a duly executed Notice of Exercise, in each case, to the Company via delivery in accordance with Section 17; and
(b) either by:
(1) instructing the Company to withhold, extinguish and cancel a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price (a “Cashless Exercise”) (it being understood that the relevant “date of determination” for the purposes of calculating “Market Price” and “Fair Market Value” in accordance with this Section 2.1(b)(1) shall be the relevant Exercise Date); or
(2) making payment to the Company of the Aggregate Exercise Price by wire transfer of immediately available funds to an account designated in writing by the Company.
Optional Exercise. Provided that all filings of the Holder, if any, to be made under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended, as required with respect to such Purchaser by Section 6.3 of the Purchase Agreement have been made and related waiting periods applicable to the Holder have expired or have been terminated early, the rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder):
(a) An executed Notice of Exercise in the form attached hereto;
(b) Payment of the Exercise Price either (i) in cash, by check or by wire transfer in accordance with the Purchase Agreement, or (ii) by cancellation of indebtedness; and
Optional Exercise. NOVARTIS may exercise its Development Election and accept a Drug Candidate for further development (a "Drug Product Candidate") by delivery to VERTEX, within ninety (90) days after receipt of the Development Information from VERTEX with respect to that Drug Candidate, of written notice of exercise (an "Exercise Notice"), specifying the Drug Candidate as to which the Development Election is being exercised. The parties shall then promptly execute a License, Development and Commercialization Agreement identical in substance to Exhibit A hereto (the "License Agreement"), the terms of which are incorporated by reference into, and are a part of, this Research Agreement, pursuant to which NOVARTIS will further develop and commercialize the Drug Product Candidate. If the Development Election has previously been exercised with respect to another Drug Product Candidate and a License Agreement is in effect with respect to that Candidate, then the License Agreement will be amended to reflect the addition of another Drug Product Candidate for development. Development of each Drug Product Candidate shall proceed immediately after the Development Election is exercised, in accordance with the terms of the License Agreement. The ninety (90) day period during which the Development Election must be exercised, as referenced above, shall be referred to in this Agreement as the "First Opportunity." NOVARTIS may propose to VERTEX by written notice delivered during the initial forty-five 45 days of the First Opportunity period with respect to a Drug Candidate, that the First Opportunity for the Drug Candidate be extended for good reason for a specified time to permit NOVARTIS, at its expense and under its direction, to conduct such additional studies of that Drug Candidate as may be specified in the notice. VERTEX shall discuss this request with NOVARTIS and the parties shall attempt in good faith to reach mutual agreement with respect to the requested extension of the First Opportunity period and the conduct of additional studies, but failing agreement the First Opportunity period shall expire after ninety (90) days as specified above.
Optional Exercise. The Clawback Right granted under this Section may be exercised by a Holder Majority delivering written notice (a "CLAWBACK EXERCISE NOTICE") to ManagerCo, together with a certified or bank cashier's check for not less than the Clawback Price, not later than the date one (1) year after the first date that ManagerCo shall give written notice to each Holder of the occurrence of an Event of Default. At such time as an Holder Majority delivers a Clawback Exercise Notice to ManagerCo, the Holder Majority shall also deliver a copy of such notice to the Company and to each other Holder.
Optional Exercise. This Warrant may be exercised by the Holder, at any time until March ___, 2004 (the "EXERCISE PERIOD"), in whole or in part, by delivering to the Company at 410 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Seattle, WA 98119 (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company)
(a) this Warrant certificate, (b) a certified or cashier's check payable to the Company or a wire transfer in the amount of the Exercise Price multiplied by the number of shares for which this Warrant is being exercised (the "PURCHASE PRICE"), and (c) the Notice of Cash Exercise attached as EXHIBIT A duly completed and executed by the Holder.