The Option Grant Recipient(s) hereby grant to the Project Stakeholder(s) that contribute(s) at least ten percent (10%) of the Project budget an Option to acquire an exclusive or non-exclusive right to exploit Results in the respective Project Stakeholder’s Field of Use or acquire ownership of those Results. A Project Stakeholder may exercise the Option for any specific part of the Results by written notification to the respective Grant Recipient within three (3) months of being informed of the Results. Upon exercising the Option, Parties concerned shall promptly enter negotiations in good faith to reach agreement on fair and reasonable conditions within six (6) months of the written exercise of the Option. The licence or transfer agreement shall include at least the following provisions: The respective Project Stakeholder obtains the right to use and exploit the Results in its Field of Use; The respective Project Stakeholder pays to the Grant Recipient(s) that own the Results a fair and reasonable market price. Contributions by Project Stakeholders of at least thirty percent (30%) of the Project budget are considered a reasonable market price in exchange for a non-exclusive licence in the Field of Use of the respective Project Stakeholder; The respective Project Stakeholder shall make best endeavours to exploit the Results in its Field of Use and report to the Grant Recipient(s) on the progress of the exploitation frequently; Grant Recipients shall retain the right at all times to use Results for further non-commercial research and education on a royalty-free basis; Grant Recipient(s) shall not be held liable for any loss or damage incurred by the respective Project Stakeholder arising out of the use or exploitation of Results. The respective Project Stakeholder shall indemnify Grant Recipient(s) against claims from third parties arising out of the use or exploitation of Results by or through the respective Project Stakeholder. The licence or transfer agreement shall take into account the Ten Principles for Socially Responsible Licensing as laid down in the NFU report on ‘Ten Principles for Socially Responsible Licensing’. In the event that a Project Stakeholder has failed to exercise the Option within the set timeframe the Option for the Results concerned shall lapse and the respective Grant Recipient(s) shall be free to offer the Results concerned to a third party.
The Options The unissued Shares issuable upon the exercise of options (the “Options”) to be exercised by certain of the Selling Stockholders (the “Optionholders”) have been duly authorized by the Company and validly and reserved for issuance, and at the time of delivery to the Underwriters with respect to such Shares, such Shares will be issued and delivered in accordance with the provisions of the Stock Option Agreements between the Company and such Selling Stockholders pursuant to which such Options were granted (the “Option Agreements”) and will be validly issued, fully paid and non-assessable and will conform to the description thereof in Pricing Disclosure Package and the Prospectus.
Optional Repurchase (a) So long as the Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 2022-2 Certificateholders’ Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which the Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 2022-2 Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor.
Exercise of the Option The Optionee may exercise the Option, from time to time and at any time, beginning on the first anniversary of this Agreement. The grant of the Option shall not confer upon the Optionee any right to be employed by the Company nor limit in any way the right of the Company to terminate the employment of the Optionee at any time.
The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Redemption at the Option of the Company Unless a Redemption Right is specified on the face hereof, this Security shall not be redeemable at the option of the Company before the Maturity Date specified on the face hereof. If a Redemption Right is so specified, this Security may be redeemed at the option of the Company on any Business Day on and after the date, if any, specified on the face hereof (each, a "Redemption Date"). This Security may be redeemed on any Redemption Date in whole or in part in increments of $1,000 (an "Authorized Denomination") at the option of the Company at a redemption price equal to 100% of the principal amount to be redeemed, together with accrued interest to the Redemption Date, on written notice given not more than 60 days nor less than 5 days prior to the proposed Redemption Date. In the event of redemption of this Security in part only, a new Security for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.
Term of the Option The term of the Option (the “Option Period”) shall be for a period of ten (10) years from the Effective Date, terminating at the close of business on the tenth anniversary of the Effective Date (the “Expiration Date”) or such shorter period as provided in Section 6 hereof.
