Voluntary Exercise Sample Clauses
The Voluntary Exercise clause defines the right of a party to choose whether or not to exercise a particular option or right under the agreement. In practice, this means that a party is not obligated to take a specific action—such as converting a security, exercising a purchase option, or triggering a contractual right—unless it decides to do so. This clause ensures that the party retains flexibility and control over its decisions, preventing automatic or forced actions and thereby allowing for strategic decision-making based on changing circumstances.
Voluntary Exercise. (a) From and after the issuance hereof and until the Expiration Date (the "Exercise Period"), the Holder may exercise all, but not less than all, of the Warrants, subject to the Maximum Issuance Limitation on any Business Day, for all of the Warrant Shares purchasable hereunder. Notwithstanding the foregoing or anything herein to the contrary, the Warrants shall only be exerciseable if (i) the Separation Transaction has not occurred prior to the Separation Outside Date, (ii) the Corporation announces that the Separation Transaction shall not occur, or (iii) the Investor has received a Change of Control Notice from the Corporation.
(b) In order to exercise the Warrants, the Holder shall deliver to the Issuer at its principal office or at the office or agency designated by the Issuer pursuant to Section 14.2 the written notice of the Holder's election to exercise the Warrants in the form of the Warrant Exercise Form, duly completed and executed by the Holder or its agent or attorney.
Voluntary Exercise. This Warrant may be exercised as a whole or in part by the Holder, at any time after the date of issuance of this Warrant and prior to the termination of this Warrant, by the surrender of this Warrant, together with the Notice of Exercise and Investment Representation Statement in the forms attached hereto as Attachments 1 and 2, respectively, duly completed and executed, and containing a form of signature guarantee reasonably acceptable to the Company, at the principal office of the Company, specifying the portion of the Warrant to be exercised and accompanied by payment in full of the Warrant Price in cash or by bank draft or wire transfer with respect to the shares of Warrant Stock being purchased. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the Person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, and in any event within three Business Days, the Company shall issue and deliver to the Person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise. If this Warrant shall be exercised for less than the total number of shares of Warrant Stock then issuable upon exercise, promptly after surrender of this Warrant upon such exercise, and in any event within three Business Days, the Company will execute and deliver a new warrant, dated the date hereof, evidencing the right of the Holder to the balance of this Warrant Stock purchasable hereunder upon the same terms and conditions set forth in this Warrant.
Voluntary Exercise. At any time from the Effective Date until the end of the Collaboration Term, JBI may exercise the License Option for Collaboration Molecule(s) with either Pharmacological Profile existing as of such time by providing written notice to Scholar Rock of its intent to exercise which will include any information necessary for Scholar Rock to invoice JBI for the Option Exercise Fee set forth in and payable in accordance with Section 8.1. Upon Scholar Rock’s receipt of such Option Exercise Fee, the Exclusive License for such Collaboration Molecule(s) with such Pharmacological Profile existing as of the date of such exercise will automatically come into effect.
Voluntary Exercise. This Warrant may be exercised in full or in ------------------ part at any time or from time to time after the seven-year anniversary of the Grant Date (the "Exercise Date") at a per share price of $50.00; provided, however, that this Warrant may be exercised prior to the Exercise Date upon the earlier to occur of the following events: (i) the Holder (alone or in combination with other affiliates of Softbank Holding Ltd.) expends an aggregate of $3,000,000 to develop, promote and market compliant electronic clearinghouse technology and services using the Company's technology pursuant to the Technology Development and License Agreement dated as of the date hereof (the "Technology License") whereby such development, promotion or marketing activity is specifically directed toward clearinghouse transactions involving the original equipment manufacturer ("OEM") and independent software vendor ("ISV") markets, and such aggregate amount is expended by the Holder within twenty-four (24) months of the date the Company provides its SDK 1.0 product to the Holder under the Technology License; or (ii) the Holder executes agreements with ten (10) of its largest thirty (30) ISV and/or OEM customers (measured, consistent with the Holder's practices, according to the Holder's revenue generated by such customers) to incorporate capabilities that enable DigiBox creation and use within software programs produced by such customers (and wherein such agreements can be publicly announced by the Holder and the Company) (each of (i) and (ii) of this Paragraph 1 being referred to herein as an "Early Exercise Event"). Upon the occurrence of an Early Exercise Event, this Warrant shall be exercisable (a) at a price per share of $12.86 (subject to adjustment provided herein), and (b) for a period of 24 months after the later of (x) the Early Exercise Event or (y) the consummation by the Company of an IPO (as hereinafter defined) after which time this Warrant shall terminate and be of no further force and effect. Notwithstanding the foregoing, Holder's right to exercise this Warrant at the Warrant Price of $12.86 is subject to Holder's continued commitment to the exploitation of the InterTrust Technology, by Holder: (i) performing clearing services primarily for transactions related to and/or derived from use of SSG Products (as defined in the Technology License) or performed pursuant to the Clearinghouse Function license granted in the Technology License; and (ii) refraining from: (a) d...
Voluntary Exercise. Subject to the terms of this Warrant and subject to adjustment as hereinafter provided, the rights represented by this Warrant are exercisable from the date hereof until the Expiration Date, at a price per share (the "Exercise Price") of the Common Stock issuable hereunder (hereinafter, "Warrant Shares") equal to Sixty Dollars ($60.00).
Voluntary Exercise. In the event the Top-Up has not been automatically exercised pursuant to Section 1.3(b)(i) and Merger Sub (with the Company’s prior written consent) has waived the Minimum Tender Condition and previously accepted and promptly paid for all Company Common Stock tendered pursuant to the Offer, if Merger Sub (in its sole discretion) wishes to exercise the Top-Up, Merger Sub shall give the Company written notice specifying (i) the number of shares of Company Common Stock owned by Parent and its Subsidiaries at the time of such notice (including the Company Common Stock acquired in the Offer Closing, if any) and (ii) a place and a time for the closing of such purchase of the Top-Up Shares. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying, based on the information provided by Merger Sub in its notice, the number of Top-Up Shares. At the closing of the purchase of Top-Up Shares, the purchase price owed by Merger Sub to the Company therefor may be paid to the Company, at Merger Sub’s election, (x) in cash or (y) by paying in cash an amount equal to the aggregate par value of the Top-Up Shares and executing and delivering to the Company a Top-Up Note.
Voluntary Exercise. The Holder may exercise the Warrant in whole or in part, at any time or from time to time during the Exercise Period, by presentation and surrender of the Warrant Certificate to the Company, together with a duly executed Warrant Notice and payment by certified bank check to the order of the Company of the aggregate Exercise Price in exchange for receiving from the Company the requisite number of shares of Common Stock.
Voluntary Exercise. This Warrant may be exercised for up to fifty percent ------------------ (50%) of the Shares in full or in part at any time (or from time to time) after the one-year anniversary of the Grant Date and as to all or part of the balance of the Shares in full or in part at any time (or from time to time) after the two-year anniversary of the Grant Date (each, an "Exercise Date") at a per share price equal to the Warrant Price; provided, however, that this Warrant may, at the Holder's discretion, be exercised in full as to all the Shares prior to the Exercise Dates immediately prior to the closing of (a) a sale of all or substantially all of the Company's assets or (b) the merger or consolidation of the Company with another corporation whereby the Company's stockholders immediately prior to such merger or consolidation will hold less than 50% of the outstanding securities of the surviving corporation immediately following such merger or consolidation (such sale, merger or consolidation shall be referred to herein as a "Sale of the Company"). The Company will provide reasonable prior written notice of the closing of a Sale of the Company to the Holder as the Company is required to provide to Holders of Class A Common Stock under applicable law. Without limiting the forgoing, upon the notice described in the immediately preceding sentence, the Holder may transfer the Warrant to a third party, subject to the prior written approval of the Company, not to be unreasonably withheld (such approval may be reasonably withheld where such third party has a material adverse interest, or is directly competitive, with the Company or any other entity that is a party to the Sale of the Company); provided that such third party transferee will be subject to the voluntary exercise provision of the first sentence of this Section 1 and the termination provisions of Section 2 and other terms of this Warrant.
Voluntary Exercise. The Holder is entitled to exercise these Special Warrants in whole or in part at any time on or after the Initial Warrant Exercise Date until the Expiration Date. To exercise this Warrant, the Holder shall execute and deliver to the Company a Warrant Exercise Notice substantially in the form annexed hereto. No earlier than five (5) days after delivery of the Warrant Exercise Notice, the Holder shall deliver to the Company this Warrant Certificate, including the Warrant Exercise Subscription Form forming a part hereof duly executed by the Holder, together with payment of the applicable Exercise Price. Upon such delivery and payment, the Holder shall be deemed to be the holder of record of the Warrant Shares subject to such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to the Holder.
Voluntary Exercise. (a) This Warrant may be exercised upon or after the first to occur of (i) the effectiveness of a registration statement (other than a registration statement on Form S-4 or S-8) under the Securities Act of 1933, as amended, for a firm commitment underwritten initial public offering of shares of common stock of the Company or (ii) June 30, 1997. In no case may this Warrant be exercised later than 5:00 p.m. eastern time on December 31, 1999 (Expiration Date), after which time this Warrant shall terminate and shall be void.
(b) The Company will mail to the Holder a notice specifying the date on which the registration statement for any such initial public offering is expected to be declared effective by the Securities and Exchange Commission (Effective Date). Such notice shall be mailed at least 60 days prior to the date therein specified.