Exercise of Buyout Right. The Termination Purchase Right shall be exercised as follows: The Terminating Party shall, by written notice (the “Buyout Notice”) to the Non-Terminating Party, notify the Non-Terminating Party that it elects to purchase the entire interest of the Non-Terminating Party in the Company at a price equal to the Applicable Buyout Price and otherwise in accordance with this Section 14. The Buyout Notice shall be irrevocable and, upon delivery of same to the Non-Terminating Party, shall constitute a binding agreement by the Parties to purchase and sell the interest of the Non-Terminating Party in the Company. The closing of the sale of the interest in the Company shall occur on a date to be determined by the Terminating Party, but in any event not later than two (2) months following delivery of the Buyout Notice. At such closing, the Non-Terminating Party shall deliver such duly executed instruments of transfer and other documents required in connection with such transfer and the Terminating Party shall deliver payment in full by wire transfer of immediately available funds. The interests being transferred shall be free and clear of any Encumbrance (other than Encumbrances arising under this Agreement) and the Non-Terminating Party shall so represent and warrant, and shall further represent and warrant that it is the beneficial and record owner of such interest being transferred.

Exercise of Buyout Right. The Buyer may exercise the Buyout Right during the applicable Buyout Period by delivering to Resistys a notice (the “Buyout Notice”) specifying a date (the “Buyout Date”) not less than thirty (30) days after the date of the Buyout Notice on which the closing of the Buyout Right will occur and whether the Buyout Consideration will be in the form of cash or Common Stock.

Exercise of Buyout Right. (a) The Milestone Failure Purchase Right shall be exercised as follows. Within 30 days of receiving the Company’s notice of the Milestone failure, DAP shall have the right, by written notice (the “Milestone Buyout Notice”) to WTW, to notify WTW that it elects to sell the entire interest of DAP in the Company to WTW at a price equal to the WTW Buyout Price and otherwise in accordance with this Section 15. The Milestone Buyout Notice shall be irrevocable and, upon delivery of same to WTW, shall constitute a binding agreement by the Parties to purchase and sell the interest of DAP in the Company. The closing of the sale of DAP’s interest in the Company shall occur on a date to be determined by WTW, but in any event not later than two (2) months following delivery of the Milestone Buyout Notice. At such closing, DAP shall deliver such duly executed instruments of transfer and other documents required in connection with such transfer and WTW shall deliver payment in full of the WTW Buyout Price by wire transfer of immediately available funds. The interests being transferred shall be free and clear of any Encumbrance (other than Encumbrances arising under this Agreement) and DAP shall so represent and warrant, and shall further represent and warrant that it is the beneficial and record owner of such interest being transferred.

Exercise of Buyout Right. If at any time, the Equity Interest of a JV Party (for purposes of this Section 13.1, the “Non-compliant JV Party”) falls below the lesser of (i) [***]% and (ii) [***] (for purposes of this Section 13.1, the “Compliant JV Party”), the Compliant JV Party shall have the right, but not the obligation, by notice to the Non-compliant JV Party in writing (such notice, the “Buyout Notice”), to purchase all (but not less than all) of the Shares of the Joint Venture Company then owned by the Non-compliant JV Party and its Subsidiaries (such Shares, the “Buyout Shares”) at the Fair Value, [***] and such Buyout Notice is delivered to the Non-compliant JV Party no later than [***] after such JV Party first becomes a Non-compliant JV Party.

Exercise of Buyout Right. If at any time, (i) the aggregate Equity Interest of NTC and the Joinder Parties falls below five percent (5%) of the outstanding Shares (in such case, NTC and the Joinder Parties are each the “Non-compliant JV Party” and MNL, Numonyx B.V. and MTAP are the “Compliant JV Party”), or (ii) the aggregate Equity Interest of MNL, Numonyx B.V. and MTAP falls below five percent (5%) of the outstanding Shares (in such case, MNL, Numonyx B.V. and MTAP are the “Non-compliant JV Party” and NTC is the “Compliant JV Party”), then the Compliant JV Party shall have the right, but not the obligation, by notice to the Non-compliant JV Party in writing (such notice, the “Buyout Notice”), to purchase all (but not less than all) of the Shares then owned by the Non-compliant JV Party and its Subsidiaries (such Shares, the “Buyout Shares”) at the Fair Value (unless such price (the “Buyout Original Price”) is not permitted pursuant to Applicable Law of the ROC, in which case the Buyout Original Price will be automatically adjusted to the price that is closest to the Buyout Original Price and that is permissible pursuant to Applicable Law of the ROC); provided, however, that the [***] at such time is [***] and such Buyout Notice is delivered to the Non-compliant JV Party no later than [***] after such JV Party first becomes a Non-compliant JV Party. Notwithstanding the foregoing provisions of this Section 13.1(a) to the contrary, none of the Joinder Parties and NTC may issue a Buyout Notice so long as a Blockage Condition is then existing. At such time as there no longer is a Blockage Condition, the Joinder Parties and NTC may issue a Buyout Notice if the aggregate Equity Interest of MNL, Numonyx B.V. and MTAP is then below five percent (5%) of the outstanding Shares.

Exercise of Buyout Right. If at any time, the Equity Interest of a Shareholder (for purposes of this Section 13.1, the “Non-compliant Shareholder”) falls below [***] of the Equity Interest of the other Shareholder (for purposes of this Section 13.1, Joint Venture Agreement DLI-6195500v3 NTC/MICRON CONFIDENTIAL the “Compliant Shareholder”), the Compliant Shareholder shall have the right, but not the obligation, by notice to the Non-compliant Shareholder in writing (such notice, the “Buyout Notice”), to purchase all (but not less than all) of the Shares of the Joint Venture Company then owned by the Non-compliant Shareholder and its Subsidiaries (including its SPV) (such Shares, the “Buyout Shares”) at [***].

Related to Exercise of Buyout Right

Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(e) (Redemption at the option of Noteholders) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 9(e) (Redemption at the option of Noteholders), such Paying Agent shall notify the Relevant Issuer and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice or an instruction in relation to such notice, by authenticated SWIFT message in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.
Exercise of Rights; Purchase Price Expiration Date of ------------------------------------------------------ Rights. ------
Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.
Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.
Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EG&S or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.
Exercise of Call Option In connection with an exercise of the option contained in Condition 6(f) (Optional Early Redemption (Call)) in relation to some only of the Notes, the Notes represented by this Global Registered Note may be redeemed in part in the principal amount specified by the Issuer in accordance with the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.
Exercise of Purchase Option and Closing (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.
Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.
Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.
Exercise of Repurchase Right Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Nevada corporation law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.

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