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In June 2009, the FASB revised its guidance regarding the determination of a primary beneficiary of a VIE. We adopted the revised provisions of ASC 810 on October 1, 2010. The amendments to ASC 810 replace the prior quantitative computations for determining which entity, if any, is the primary beneficiary of the VIE. The revision also increased the disclosures required about a reporting entitys involvement with VIEs. Under these revised provisions, we determined that, for certain VIEs, we do not control the activities of the VIE that most significantly impact its economic performance and, therefore, we are not the primary beneficiary of the VIE. In addition, we reviewed our non-VIE lot option agreements pursuant to ASC 470-40, _Product Financing Arrangements_. As a result, as of October 1, 2010, we deconsolidated land under four lot option agreements which reduced Land Not Owned Under Option Agreements and Obligations Related to Land Not Owned Under Options Agreements by $12.9 million. | cmp |
Historically, we made three categories of commercial real estate loans that we believe have resulted in significant exposure to Bank Atlantic based on declines in the Florida residential real estate market. We discontinued the origination of these loan products in 2007. These categories are builder land bank loans, land acquisition and development loans, and land acquisition, development and construction loans. The builder land bank loan category consists of land loans to borrowers who have or had land purchase option agreements with regional and/or national builders. These loans were originally underwritten based on projected sales of the developed lots to the builders/option holders, and timely repayment of the loans is primarily dependent upon the sale of the property pursuant to the options. If the lots are not sold as originally anticipated, Bank Atlantic anticipates that the borrower may not be in a position to service the loan, with the likely result being an increase in nonperforming loans and loan losses in this category. The land acquisition and development loan category consists of loans secured by residential land which was intended to be developed by the borrower and sold to homebuilders. We believe that the underwriting on these loans was generally more stringent than builder land bank loans, as an option agreement with a regional or national builder did not exist at the origination date. The land acquisition, development and construction loans are secured by residential land which was intended to be fully developed by the borrower who also might have plans to construct homes on the property. These loans generally involved property with a longer investment and development horizon, are guaranteed by the borrower or individuals and/or are secured by additional collateral or equity such that it is expected that the borrower will have the ability to service the debt for a longer period of time. | cmp |
Greentech Mining, Utah has conducted surface sampling in 2011 and 2012, pursuant to the Option Agreement with Greentech Mining, Inc. and Greentech Mining, Utah, the Company intends to commence small mining operations on 8.264 acres consisting of alluvial gravels situated in the Crescent Creek area on the eastern flank of the Henry Mountains. GMI intends to conduct operation and exploration activities thereon upon financing Phase I and the posting of a $51,000 reclamation bond under a Greentech Mining Utah BLM and DOGM approved Plan of Operations (described on pages 19 through 27) incorporating the Golden Eagle #103 claim located in the South of the South East of the North West (S 1/2 SE 1/4 NW 1/4) of Section 29, Township 31 South, Range 11 East with UMC #414268, Salt Lake Base and Meridian, in Garfield County, Utah (See figure 4 and 5 below). | cmp |
Massaro further agrees that, in consideration of the additional and expanded benefits provided him under this Agreement, the Restricted Period, as defined in the Employment Agreement, shall be restated as 24 months for purposes of Section 4.1(ii) of the Agreement (non-solicitation) and of this Agreement, and shall terminate February 29, 2000. Frontier and Massaro agree that the Restricted Period, as defined in the Employment Agreement, shall be reduced to 12 months for purposes of Section 4.1(i) of the Agreement (non-competition) and of this Agreement, and shall terminate February 28, 1999. Solicitation, competitive activity or disclosure of information that is not in violation of this Agreement or the Employment Agreement, as modified herein, will not be deemed to be inimical to Frontier within the terms of any other plan or agreement involving Massaro. Frontier agrees that it will waive, as to Massaro, such part of the time limit of any non-compete provision of any option agreement or restricted stock agreement or supplemental pension plan currently in place with or affecting Massaro to the extent that such provision would extend beyond the 12 month period of section 4.1(i) and (ii) of the Employment Agreement. All such non-compete and non-solicitation provisions applicable to Massaro shall terminate upon a Change of Control, consistent with the Employment Agreement, if such Change of Control occurs earlier. Massaro reiterates and confirms the continued applicability of Sections 4.3 and 5 of the Employment Agreement. In the absence of any earlier termination of such provisions, if Massaro complies with the non-compete and non-solicitation provisions of the Employment Agreement, as they are modified here, through and including February 28, 1999, for the purposes of Section 4.1(i) and February 29, 2000, for the purposes of Section 4.1(ii), his responsibilities with respect to such provisions shall be deemed fully satisfied. | cmp |
10.18+ NFO Research, Inc. Directors' Stock Report on Form 10-K 10.26
Option Plan and Form of Directors' Stock for year ended
Option Agreement December 31, 1994 | cmp |
10.18 Form of Director Stock Purchase and Option Agreement (incorporated herein by reference to Exhibit 10.3 of the Company's Form 10-Q for the period ended June 30, 2000). | cmp |
Article IV of the Plan provides adequate and proper means for implementation of the Plan, thereby satisfying section 1123(a)(5) of the Bankruptcy Code. Among other things, Article IV provides for the authorization and issuance of New Common Stock, New Warrants, Equity Options, and Rights to purchase New Common Stock to be distributed pursuant to the Plan; the establishment of a Securities Claims Reserve; and the revesting in Reorganized ABN of the property of the estate not disposed of pursuant to the Plan. Other Articles of the Plan set forth means for the implementation of the Plan as well. For example, Article VII includes provisions regarding distributions under the Plan, Article XIII provides for the continuing jurisdiction of the court to hear unresolved matters, and Article IX provides the procedures for resolving disputed, contingent, and unliquidated Claims. Moreover, the Debtor will have sufficient cash to make all payments required to be made on the Effective Date pursuant to the terms of the Plan. | cmp |
Pursuant to the Option Agreement with Greentech Mining, Inc. and Greentech Mining, Utah, the Company intends to commence small mining operations on 8.264 acres consisting of alluvial gravels situated in the Crescent Creek area on the eastern flank of the Henry Mountains. GMI intends to conduct operation and exploration activities thereon upon the posting of a $51,000 reclamation bond under a Greentech Mining Utah BLM and DOGM approved Plan of Operations (described on pages 19 through 27) incorporating the Golden Eagle #103 claim located in the South of the South East of the North West (S 1/2 SE 1/4 NW 1/4) of Section 29, Township 31 South, Range 11 East with UMC #414268, Salt Lake Base and Meridian, in Garfield County, Utah (See figure 4 and 5 above). We are presently in the exploration stage of our business and under Industry Guide 7 companies cannot enter the development stage or production stage until they have defined a proven or probable reserve with a bankable feasibility study. | cmp |
On September 17, 2012, we entered into an Operating, Exploration and Option to Purchase Agreement (Option Agreement) with Greentech Mining, Inc. a Delaware Corporation and Greentech Mining Utah, LLC a Utah limited liability company, (Owners), both entities are under common control, pursuant to which the Company received exclusive rights that consists of all 671 acres of Section 36, Township 29 South, Range 11 East, Salt Lake Base and Meridian, in Wayne County, Utah upon which an operating gravimetric circuit (system to separate minerals by weight) has been built on the private property. In addition, the agreement includes four Bureau of Land Management (BLM) mining claim groups totaling 3,940 acres to: | cmp |
On October 11, 2019, the Company and its subsidiary Minera Metalin issued a notice of force majeure to South 32 pursuant to the South 32 Option Agreement. Due to a blockade by a cooperative of local miners called Sociedad Cooperativa de Exploracion Minera Mineros Nortenos, S.C.L. (Mineros Nortenos), all work was halted on the Sierra Mojada Property. The notice of force majeure was issued because of the blockades impact on the ability of the Company and its subsidiary Minera Metalin to perform their obligations under the South 32 Option Agreement. Pursuant to the South 32 Option Agreement, any time period provided for in the South 32 Option Agreement was to be generally extended by a period equal to the period of delay caused by the event of force majeure. | cmp |
On September 17, 2012, the Company entered into the Option Agreement with Greentech Mining, Inc. a Delaware Corporation and Greentech Mining Utah, LLC a Utah limited liability company, Matthew Neher is the founder and Chief Executive Officer of Greentech Mining, Inc. and Greentech Mining Utah and is the Chief Executive Officer and director of the Company since June 26, 2012.Pursuant to the agreement the Company was exclusively contracted to explore, mine and process minerals that may be found on Contracted Premises. In addition the Company was granted the option to purchase the Henry Mountain Project as outlined in the agreement. The general principles in determining the operating, exploration and option to purchase price was the amount of capital Greentech Mining, Inc. and Greentech Mining Utah have spent on the mining claims and the processing plant which is an estimated $5 million dollars. The agreement was negotiated between Matthew Neher acting on behalf of Greentech Mining, Inc. and Greentech Mining Utah as CEO and Timothy Neher acting on behalf of the Company as a director and only other stockholder. Greentech Mining, Inc. and Greentech Mining Utah located the Henry Mountain claim group in April 2011 and paid approximately $30,000 to the BLM and $300,000 for the 670 acres of private property that included the 40 foot x 80 foot metal building structure upon which the plant is today. The amount of expenses that Greentech Mining, Inc. and Greentech Mining Utah subsequently incurred on the claims and the plant are approximately $4.7 million dollars. | cmp |
Net cash used in investing activities in 2017 primarily related to the net acquisition of investments of $155.0 million, upfront payments for acquired IPR&D of $85.0 million primarily related to a collaboration and option agreement with Immuno Gen and purchases of property and equipment of $29.0 million. Net cash used in investing activities in 2016 primarily related to the Celator Acquisition for $1.5 billion, a $150.0 million milestone payment to Sigma-Tau Pharmaceuticals, Inc. that was triggered by the FDA approval of Defitelio on March 30, 2016, net acquisition of investments of $65.3 million and upfront and option payments of $23.8 million to acquire IPR&D assets. Net cash used in investing activities in 2015 related to purchases of property and equipment of $36.0 million primarily related to the construction of a manufacturing and development facility in Ireland, partially offset by net proceeds of $33.7 million from the sale of certain products and the related business that we originally acquired as part of the EUSA Acquisition. | cmp |
On October 11, 2019, the Company and subsidiary Minera Metalin issued a notice of force majeure to South 32 pursuant to the South 32 Option Agreement. Due to a blockade by a cooperative of local miners called Sociedad Cooperativa de Exploracion Minera Mineros Nortenos, S.C.L. (Mineros Nortenos), all work was halted on the Sierra Mojada Property. The notice of force majeure was issued because of the blockades impact the Company and subsidiary Minera Metalins ability to perform their obligations under the South 32 Option Agreement. Pursuant to the South 32 Option Agreement, any time period provided for in the South 32 Option Agreement was to be generally extended by a period equal to the period of delay caused by the event of force majeure. | cmp |
On May 10, 2013, Greentech Mining International, Inc. enter into a verbal agreement with Union Gulf Resources Ltd. to amend payment terms of the Mineral Claim Option Agreement entered into on September 22, 2012. Pursuant to the agreement the parties agreed that the consideration of three million five hundred dollars ($3,500,000) with the first payment of seven hundred fifty thousand dollars ($750,000) being made on December 1, 2012 that was previously extended to April 31, 2013 has been extended to August 1, 2013 and the remaining seven payments of $350,000 every three months starting March 1, 2013 previously extended to start August 1, 2013 has been extended to November 1, 2013 and a final payment of $300,000 that was due December 1, 2014 previously extended to April 30, 2015 has been extended to August 1, 2015. | cmp |
This amendment entered into as of May 6, 1996, amends a Stock Option Agreement (the "Stock Option Agreement") entered into as of , by and between Koger Equity, Inc. (referred to herein as the "Company" which definition sometimes includes its subsidiaries), a Florida corporation, with its principal offices at 3986 Boulevard Center Drive, Jacksonville, Florida 32207, and (the "Employee"). | cmp |
(a) During the Term of Employment, the Executive and his dependents may participate in and receive benefits under any employee benefit plan which the Company makes generally available to its employees and their families, including any pension, life insurance, medical benefits, dental benefits or disability plan, but only to the extent that the Executive or his dependents otherwise satisfies the standards established for participation in the plan. The terms of Executive's existing option agreement, as amended, remain unaffected hereby, except as set forth in Section 8(b) and 8(c) hereof. | cmp |
Nothing contained in the Plan shall constitute the granting of any Option hereunder. The granting of an Option pursuant to the Plan shall take place only upon approval by the Committee of a resolution granting an Option under this Plan. Notice of the determination shall be given to each person to whom an Option is so granted within a reasonable time after the date of such grant. After the granting of an Option under this Plan, a written Option Agreement shall be duly executed by or on behalf of the Company. | cmp |
The Company is an operator, manager and, in the past, developer of assisted living facilities. The Company's development projects have generally involved entering into development agreements with owners, which are typically real estate investment trusts ("REITs") (each, an "Owner"), whereby the Company received development fees for the design and development services provided to the Owners. An independent third party company (the "Operator/Lessee") leases the assisted living facility from the Owner when construction has been completed and provides funding for the working capital during the initial occupancy period. The Company manages the assisted living facility pursuant to a management agreement for a term of two to nine years in return for a management fee approximating 6% of the net revenue of the facility. These fees are subordinate to any rent payments made by the operator/lessee to the facility owner. The Company has the option (but not the obligation) to purchase the stock or assets of the operator/lessee pursuant to a related option agreement (see Note 19). As of August 2001, the Company has concluded its initial round of development activity which began in 1996. | cmp |
In connection with the foregoing, the Company, IPC and Meditrust also entered into an Option Agreement dated as of December 30, 1999, as amended (the "Option Agreement"), pursuant to which the Company and IPC have the right, but not the obligation (the "Option"), to designate various nominees to acquire the real property, improvements, furniture, fixtures and equipment of an additional twelve Outlook Pointe(R) assisted living facilities (collectively, the "Tranche Two Properties"). The Company and IPC are continuing to negotiate with Meditrust to acquire the properties as part of the lease restructuring. | cmp |
Net cash flow used in investing activities was $604,740, which was primarily attributable to cash payments as well as expenses for the development of the leases under the Option Agreement. | cmp |
WHEREAS, this option agreement has been restated to reflect the one-for-ten reverse stock split previously adopted by the Company. | cmp |
In September 2012, we entered into an option agreement with an undisclosed partner, which required our partner to pay a $50,000 upfront option opening fee, 50% of which is required to be remitted to the Metabasis CVR holders pursuant to the CVR agreement. In October 2012, we remitted $6,000 to the Metabasis CVR holders, equivalent to the option fee less costs and expenses incurred in connection with the option agreement. | cmp |
The Company is critically short of cash to fund its operations. The Company has incurred losses from operations since its inception, and there is substantial doubt about the Company's ability to survive as a going concern. As discussed below, the Company has obtained loans from Cyt Rx pursuant to certain convertible notes and has received additional payments subsequent to year-end pursuant to a certain option agreement. However, the Company's current cash resources, together with the proceeds of these transactions are not sufficient to fund its operations beyond the second quarter of 1999. | cmp |
Filed Period Filing Exhibit Exhibit Description herewith Form ending Exhibit date - ------------------------------------------------------------------------------- 3.1 Articles of Incorporation, SB-2 3.1 02/21/2007 as currently in effect - ------------------------------------------------------------------------------- 3.2 Bylaws SB-2 3.2 02/21/2007 as currently in effect - ------------------------------------------------------------------------------- 3.3 Amended Articles of SB-2 3.3 02/21/2007 Incorporation - ------------------------------------------------------------------------------- 3.4 Amended Articles of 8-K 3.4 11/19/2008 of Incorporation - ------------------------------------------------------------------------------- 10.1 Option Agreement dated 8-K 10.2 11/19/2008 November 17, 2008 - ------------------------------------------------------------------------------- 23.1 Consent Letter from Moore X and Associates Chartered - ------------------------------------------------------------------------------- 31.1 Certification of Chief X Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------- 32.1 Certification of Chief X Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------- | cmp |
WHEREAS, Reliant Energy, Incorporated and Resources executed that certain Texas Genco Option Agreement, dated as of December 31, 2000 (the "Agreement"); WHEREAS, on August 31, 2002, Center Point Energy became the successor to the rights and obligations of Reliant Energy, Incorporated under the Agreement pursuant to the corporate restructuring of Reliant Energy, Incorporated contemplated in that Agreement; | cmp |
This Employment and Option Agreement is made and entered into to be effective as of January 25, 1999 and is by and between Graham Hind (Employee) and Bio Progress Technology International, Inc. (Company). The Employee is willing and able to provide various valuable services for and on behalf of the Company in connection with the business of the Company. The Company desires to retain the Employee as a director and executive officer on behalf of the Company and the Employee desires to be retained in that capacity upon the terms and conditions hereinafter set forth. In consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and such other and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows: 1. Services. The Company hereby retains the Employee as a director and as Managing Director of Bio Progress Technology Limited and the Employee hereby accepts and agrees to such retention. The Employee shall render to the Company services of such nature as are necessary to provide for the strategic direction and day to day management of the finance, accountancy and statutory activities of the Company. | cmp |
This Option Agreement is made and entered into to be effective as of January 25, 1999 and is by and between Edward Zbignew Nowak (Employee) and Bio Progress Technology International, Inc. (Company). The Employee is willing and able to provide various valuable services for and on behalf of the Company in connection with the business of the Company's wholly owned subsidiary, Bio Progress Technology Limited (BTL). The Company desires to appoint the Employee as a director of BTL and the Employee desires to be appointed in that capacity upon the terms and conditions hereinafter set forth. In consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and such other and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows: 1. Services. The Company hereby appoints the Employee as a director of BTL in the capacity of Director of Research and Development and the Employee hereby accepts and agrees to such appointment. The Employee shall render to BTL services of such nature as are necessary to provide for the strategic direction and day to day management of the research and development activities of BTL and as set out more fully in a contract of employment (Contract) between Employee and BTL. | cmp |
Unbundling. As of January 1, 2002, electric utilities in Texas such as Center Point Houston unbundled their businesses in order to separate power generation, transmission and distribution, and retail activities into different units. Pursuant to the Texas electric restructuring law, the Company submitted a plan in January 2000 that was later amended and updated to accomplish the required separation (the business separation plan). The transmission and distribution business continues to be subject to cost-of-service rate regulation and is responsible for the delivery of electricity to retail customers. The Company transferred the Texas generation facilities that were formerly part of Reliant Energy HL&P (Texas generation business) to Texas Genco in connection with the Restructuring. As a result of these changes, the Company's Texas generation operations are no longer conducted as part of an integrated utility and comprise a new business segment, Electric Generation. Additionally, these operations will not be part of the Company's business if they are acquired in 2004 by Reliant Resources pursuant to an option agreement described below or they are otherwise sold. | cmp |
"RRI Option" means the option relating to the Texas Genco Stock granted to Reliant Resources, Inc. pursuant to the Texas Genco Option Agreement, dated as of December 31, 2000, between the Borrower and Reliant Resources, Inc., as amended, modified or supplemented from time to time. | cmp |
This Employment and Option Agreement is made and entered into to be effective as of January 25, 1999 and is by and between Malcolm David Brown (Employee) and Bio Progress Technology International, Inc. (Company). The Employee is willing and able to provide various valuable services for and on behalf of the Company in connection with the business of the Company. The Company desires to retain the Employee as a director and executive officer on behalf of the Company and the Employee desires to be retained in that capacity upon the terms and conditions hereinafter set forth. In consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and such other and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows: 1. Services. The Company hereby retains the Employee as a director and as Executive Vice President Research and Development and the Employee hereby accepts and agrees to such retention. The Employee shall render to the Company services of such nature as are necessary to provide for the strategic direction and day to day management of the research and development activities of the Company. | cmp |
On April 8, 2015 (the Execution Date), the Company entered into the Put and Call Option Agreement with each of the Enbridge LP (the U.S. Agreement) and Enbridge Inc (the Canadian Agreement, and together with the U.S. Agreement, the Put and Call Options Agreement), which agreements are substantially similar. Pursuant to the Put and Call Agreement; the Company was granted a right to purchase and the Company gave the Carriers a right to put to the Company the Carriers assignable permits related to the ownership and operation of Line 10, as well as personal property, contract rights, records and incidental rights held solely in connection with Line 10 (collectively, the Assets). | cmp |
"RRI Option": the option relating to the Texas Genco Stock granted to RRI pursuant to the Texas Genco Option Agreement. | cmp |
This Employment and Option Agreement is made and entered into to be effective as of January 25, 1999 and is by and between Barry J. Muncaster (Employee) and Bio Progress Technology International, Inc. (Company). The Employee is willing and able to provide various valuable services for and on behalf of the Company in connection with the business of the Company. The Company desires to retain the Employee as a director and executive officer on behalf of the Company and the Employee desires to be retained in that capacity upon the terms and conditions hereinafter set forth. In consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and such other and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows: 1. Services. The Company hereby retains the Employee as a director and as chief executive officer and the Employee hereby accepts and agrees to such retention. The Employee shall render to the Company services of such nature as are necessary to provide for the strategic direction and day to day management of the Company. | cmp |
During the quarter ended March 31, 2013, the Company granted 1,000,000 options to the then-CEO. As approved by the Board of Directors, these options granted were expected to vest over a four (4) year period, with 200,000 options vesting upon issuance. Since his resignation on September 26, 2013, expense for the quarters ended March 31, 2013 and June 30, 2013 has been reversed. The 200,000 vested options all expired 90 days from his resignation, per the Option Agreement. | cmp |
__Entrusted Management Agreement__. Pursuant to the Entrusted Management Agreements entered into by CC Investment and each of the VIE Entities, CC Investment agrees to provide, and the VIE Entities agree to accept, exclusive management services provided by CC Investment. Such management services include but are not limited to financial management, business management, marketing management, human resource management and internal control of the VIE Entities. The Entrusted Management Agreements will remain in effect until the acquisition of all assets or equity of the VIE Entities by CC Investment is complete (as more fully described in the Exclusive Purchase Option Agreement description below). | cmp |
__Technical Services Agreement__. Pursuant to the Technical Services Agreements entered into by CC Investment and each of the VIE Entities, CC Investment agrees to provide, and the VIE Entities agree to accept, exclusive technical services provided by CC Investment. Such technical services include but are not limited to software, computer system, data analysis, training and other technical services. CC Investment shall be entitled to charge the VIE Entities service fees equivalent to each of the VIE Entities respective total net income. The Technical Service Agreements will remain in effect until the acquisition of all assets or equity of the respective VIE Entities by CC Investment is complete (as more fully described in the Exclusive Purchase Option Agreement description below). | cmp |
This Employment and Option Agreement is made and entered into to be effective as of January 25, 1999 and is by and between James Timothy Chapman Longley (Employee) and Bio Progress Technology International, Inc. (Company). The Employee is willing and able to provide various valuable services for and on behalf of the Company in connection with the business of the Company. The Company desires to retain the Employee as a director and executive officer on behalf of the Company and the Employee desires to be retained in that capacity upon the terms and conditions hereinafter set forth. In consideration of the foregoing premises, the mutual promises and agreements hereinafter set forth, and such other and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows: 1. Services. The Company hereby retains the Employee as a director and as Chief Financial Officer, Treasurer and Secretary and the Employee hereby accepts and agrees to such retention. The Employee shall render to the Company services of such nature as are necessary to provide for the strategic direction and day to day management of the finance, accountancy and statutory activities of the Company. | cmp |
On January 4, 2023, we entered into a collaboration and option agreement, or the Collaboration Agreement, with Abb Vie Global Enterprises Ltd., or Abb Vie, pursuant to which we will use our discovery platform to discover and | cmp |
In conjunction with its acquisition of KTVE, the NBC affiliate in the Monroe, Louisiana El Dorado, Arkansas market, effective January 16, 2008, Mission and David Smith entered into an option agreement with Nexstar, pursuant to which Nexstar has an option to acquire the assets and assume the liabilities of KTVE, subject to consent by the FCC. The term of the option agreement is 9 years. | cmp |
On June 30, 2007, the option to purchase the three mineral claims expired as the Company was unable to pay the installment of $125,000, due June 30, 2007 and complete its required exploration program on the claims. Pursuant to the option agreement, the Company will not be entitled to recover its initial $35,000 investment in said claims, and the amount has been written off in the financial statements. | cmp |
1. The land associated with the expansion airspace is either owned by the Company or is controlled by the Company pursuant to an option agreement; 2. The Company is committed to supporting the expansion project financially and with appropriate resources; | cmp |
The board of directors of our general partner has adopted the Insider Trading Policy of Calumet GP, LLC and Calumet Specialty Products Partners, L.P. (the Insider Trading Policy), which provides guidelines to employees, officers and directors with respect to transactions in our securities. Pursuant to Calumets Insider Trading Policy, all executive officers and directors must confer with our general counsel before effecting any put or call options for our securities or purchase or sale of common units. Further, the Insider Trading Policy states that we strongly discourage any put or call options transactions by officers, directors and all other employees and consultants. The Insider Trading Policy is available on our website at www.calumetspecialty.com or a copy will be provided at no cost to unitholders upon their written request to: Investor Relations, Calumet Specialty Products Partners, L.P., 2780 Waterfront Parkway East Drive, Suite 200, Indianapolis, Indiana, 46214. | cmp |
Psychology. He pursued a career in forestry working for the U.S. Forest Service where he worked on a fuels management crew in charge of protecting and managing the Sequoia National Forest.
In 2005, he went on to work in the restaurant industry where he managed daily operations and personnel for Longboards Grill in Pismo Beach, California. For almost two years he aided in the growth and expansion of the very successful business.
In 2007, he left the restaurant industry to work for Family Care Network, a non-profit organization that provides support for children and families with high needs, located in San Luis Obispo, California. He proved to be a valued employee as he fulfilled the difficult role of an In-Home Councilor as well as providing support for the organization by revising multiple Training Manuals. In August of 2007, Adam left Family Care Network and has begun his search for a new venture.
DAVID J. FORSTER - Director - David John Forster was born and raised in Northern California in 1970. He attended California Polytechnic State University in 1988 where he received his Bachelor of Arts Degree in Political Science with a minor in Business.
He pursued a career in politics working for the U.S. Congressional Office of Leon E. Panetta and The Sierra Club where he lobbied within the arena of consumer and environmental lawmaking. David took his experience in government further out into the private sector by working as a Political Analyst for Pacific Resources Engineering and Planning in Burlingame, California. There he proved to be a vital asset lobbying local, state, and federal agencies on public transportation projects and issues.
In 1997 he left politics for a corporate position with Kaiser Permanente Medical Group in Oakland, California. Hired into a 2 year contract he proved to be a valued high-level employee satisfying some diverse needs by demonstrating the ability to assist Labor-Management with reorganizing over 3000 union employees and at the same time resolving sensitive labor issues. In 1999 David was given the opportunity to become a senior level manager for the Kaiser Call Center Project. With this new challenge, David excelled, adding to the Call Centers success by evaluating statistics and making accurate recommendations on the efficiency and financial viability of the overall projects performance and livelihood.
David left Kaiser in 2002 to pursue a life long dream of owning his own restaurant. In April of the same year he opened the doors to Longboards Grill in Pismo Beach, California. For almost 4 years he organized and executed the start-up, creation, and design of the restaurant concept and operation. In October of 2006 David sold his profitable and well-known business.
**Involvement in Legal Proceedings**
During the past five years, none of the following occurred with respect to the Company's directors or executive officers: (1) no petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such persons; (2) there has been no petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of any partnership in which such persons were a general partner at or within two years before the time of such filing, or any corporation or business association of which such persons were executive officers at or within two years before the time of such filing; (3) no such persons were convicted in a criminal proceeding or are a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (4) no such persons were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvement in any type of business practice, or in securities or banking or other financial institution activities; and (5) no such persons were found by a court of competent jurisdiction in a civil action by the Securities and Exchange Commission or by the Commodity Futures Trading Commission to have violated any federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. | cmp |
3. Effect of this Letter. Except as specifically addressed herein, all of the terms and conditions of the Option Agreement shall remain in full force and effect in accordance with their terms. Nothing herein shall be deemed to confer upon you any rights to continue as an employee of the Company, it being understood by you that you remain an employee at will for the Company. | cmp |
Options granted under the Restated 2009 Plan are subject to vesting schedules as determined by the committee or the board, and generally expire no later than ten years from the date of grant, unless a different term is provided in the option agreement. | cmp |
EXHIBIT 10.6 FORM OF EMPLOYMENT AGREEMENT, COVENANT NOT TO COMPETE, AND STOCK OPTION AGREEMENT BETWEEN THE COMPANY AND KEY EMPLOYEES. | cmp |
Section 6.05. Terms and Conditions of Options and Stock Appreciation Rights. - ------------ ------------------------------------------------------------- Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Committee shall from time to time approve. Stock Appreciation Rights, if any, shall be evidenced by agreements amending and forming a part of the Option agreements to which such rights relate. All such agreements shall comply with and be subject to the following terms and conditions: | cmp |
10.4 -- Forms of Option Agreements with various employees of the Company
are incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (No. 33-39107) initially filed
with the Commission on February 21, 1991. | cmp |
In addition, we are responsible for the reimbursement of all patent fees incurred by CWRU under the License Option Agreement from the effective date of the License Option Agreement. During the seven months ended December 31, 2020, we incurred $16,852 in patent legal fees which are included in general and administrative expenses, of which $9,441 and $7,411 were included in accounts payable and accrued expenses and other, respectively, at December 31, 2020 in the accompanying consolidated financial statements. Moreover, during the seven months ended December 31, 2020, we incurred $15,000 in legal fees payable to CWRU pursuant to the License Option Agreement, which are included in general and administrative expenses, all of which is included in accounts payable as of December 31, 2020 in the accompanying consolidated financial statements. In addition, if we enter into a license agreement with CWRU, we would be responsible for the reimbursement of all past patent costs incurred by CWRU though the effective date of the License Option Agreement, which amount has been estimated to be approximately $267,000. This amount will be expensed when the Company intends to enter into a license agreement with CWRU. | cmp |
It is the intention of our board of directors for our company to pursue the development of the 80 acres of land in Imperial County, California that we recently put under an exclusive option agreement and develop it for a large-scale, 100% geothermal/solar-powered, certifiable clean energy, data center operation that will utilize immersion and liquid cooled and conventional energy efficient data center systems and provide colocation services to enterprise IT customers. | cmp |
(ggg) "Option" means the Option granted by Liberty to BV Capital pursuant to the Option Agreement. | cmp |
In addition, the patent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. We or CWRU may choose not to seek patent protection for certain innovations and may choose not to pursue patent protection in certain jurisdictions, and under the laws of certain jurisdictions, patents or other intellectual property rights may be unavailable or limited in scope. It is also possible that we or CWRU will fail to identify patentable aspects of our discovery and preclinical development output before it is too late to obtain patent protection. Moreover, in some circumstances, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, covering technology under the License Option Agreement. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business. Any inability by us or CWRU to protect adequately the underlying intellectual property covered by the License Option Agreement may have a material adverse effect on our business, operating results, and financial position. | cmp |
**__**Mission is 100% owned by an independent third party. Mission owns and operates or provides services to the following television stations: WYOU, WFXP, KJTL, KJBO-LP, KODE, KRBC, KSAN (which was known as KACB until October 30, 2003), KOLR, KHMT, KAMC, KCIT, KCPN-LP and WBAK. We have entered into various local service agreements, or LSAs, with Mission, pursuant to which we provide services to Missions stations. We also guarantee all of Missions debt, which was incurred primarily in connection with Missions acquisition of its stations. In return, we receive substantially all of the available cash, after payment of debt service costs, generated by Missions stations. In addition, the owner of Mission has granted to us a purchase option with respect to each Mission station. Pursuant to the terms of the purchase options, we have the option to acquire the assets and liabilities of each Mission station for consideration equal to the greater of (1) seven times the stations broadcast cash flow, as defined in the option agreement, less the amount of its indebtedness as defined in the option agreement or (2) the amount of its indebtedness. As a result of these arrangements, we consolidate the results of operations and financial position of the Mission stations with our results of operations and financial position in our consolidated financial statements. | cmp |
On September 5, 2018, the Company entered into an acquisition option agreement (the Option Agreement) with Sheehy Enterprises, Inc., a Wisconsin corporation (Sheehy Enterprises), John Sheehy, and Robert Sheehy, pursuant to which the Company acquired the option to purchase from Sheehy Enterprises, and Sheehy Enterprises acquired the option to sell to the Company, all of the membership interests (the Sheehy Mail Interests) in Sheehy Mail, Inc., a Wisconsin corporation and wholly-owned subsidiary of Sheehy Enterprises (Sheehy Mail). | cmp |
In August 2010, we entered into a Development and Option Agreement (the Agreement) with Biosara. The Agreement remains in effect until December 31, 2010 or until superseded by the earlier of a license agreement or another product development agreement. The parties agree to perform in accordance with the terms as set forth in the statement of work including the initial and subsequent monthly development fees paid or to be paid to the Company. We anticipate that the development fees are adequate to cover our expenses. We received the payments for the entire contract amount in August 2011. The parties are in the process of negotiating a license agreement pursuant to certain agreed licensing terms stipulated as outlined in an exhibit of the Agreement. | cmp |
On January 25, 2021, we entered into an option agreement with Relief (the Option Agreement), pursuant to which we granted Relief an exclusive option (the Exclusivity Option) to pursue a potential collaboration and license arrangement with us for the development, regulatory approval and commercialization of OLPRUVA for the treatment of various inborn errors of metabolism, including UCDs and MSUD. The Option Agreement provided a period of time up to June 30, 2021, for the parties to perform additional due diligence and to work toward negotiation and execution of a definitive agreement with respect to the potential collaboration for OLPRUVA. In | cmp |
(1) 10.5 Employment Agreement between Morton Swirsky and the Company dated as of July 31, 1992 (1) 10.6 Assignment Agreement between LLJ Enterprises Corp. and the Company dated October 30, 1992 (1) 10.7 Form of Standard Franchise Agreement (1) 10.8 Revised Form of Financial Advisory and Investment Banking Agreement between the Company and Elliot Allen & Co., Inc. (1) 10.9 Option Agreement dated October 23, 1992 between the Company and certain of the Company's franchisees (1) 10.10 Option Agreement dated October 16, 1992 by and among the Company, Steinbock Braff, Inc., G-MAT Distributors, Inc. and Corey Steinbock (1) 10.11 Rights Termination Agreement dated January 12, 1993 by and among the Company, H.B. Franchising Corp. and G-MAT Dist. Inc. (1) 10.12 Deferred Payment Agreement dated January 15, 1993 between the Company and the New York State Sales Tax Authority (2) 10.13 Consulting Agreement dated May 27, 1993 between the Company and the Winthrop Group,Inc. (3) 10.14 Consulting Agreement dated July 22, 1993 between the Company and White Sands Properties, Inc. (3) 10.15 Consulting Agreement dated July 22, 1993 between the Company and Xanadu International,Inc. (3) 10.16 Consulting Agreement dated July 22, 1993 between the Company and Victima International, Inc. (3) 10.17 Consulting Agreement dated April 1, 1993 between the Company and White Sands Properties, Inc. (1) 10.18 Stock Purchase Agreement dated as of October 6, 1993 by and among the Company, Today's World, Inc., Paul A. Reece, Marilyn Reece, Dennis Moody and Earl Oltz. (1) 10.19 Mortgage dated February 26, 1993 between Eritram Realty Corp. and Emmanuel Ciminello,Jr. (1) 10.20 Security Agreement dated February 26, 1993 between Eritram Realty Corp. and Emmanuel Ciminello, Jr. (1) 10.21 Collateral Assignment of Lease and Rents dated February 26, 1993 between Eritram Realty Corp. and Emmanuel Ciminello, Jr. (1) 10.22 Lease dated February 26, 1993 between Eritram Realty Corp. and the Company (4) 10.23 Agreement between the Company and Sun Corporation (2000) Ltd. (5) 10.24 Agreement between the Company, Balwinder Singh Bathla and American Computer Systems Corporation (6) 10.25 Agreement between the Company, Arvinder Gulati, Patrick Hegarty, Kenneth Bohacks and CONY Computers, Inc. 21* Subsidiaries of the Company | cmp |
Zion Solutions and Generation will also enter into a Put Option Agreement pursuant to which Zion Solutions will have the option to transfer the remaining Zion Station assets and any associated liabilities back to Generation upon completion of all required decommissioning and other work at Zion Station. The purchase price payable under the Put Option Agreement is $1.00 plus the assumption of associated liabilities. | cmp |
Pursuant to the form of license agreement, if Cure Vac achieves all development and commercialization milestones with respect to the licensed product developed for an identified target, it is required to (i) pay certain development and regulatory approval milestones, the amount of which depends on whether the target involves a rare or non-rare disease, and (ii) royalties in a low-single digit percentage on the net sales of each product subject to a license agreement on a country-by-country and product-by-product basis. Such royalties are subject to reduction for third-party payments with respect to licensed products or if there is no valid claim under the licensed patents, but may not fall below a specified percentage if the licensed product during the royalty term is not covered by a licensed patent. Further, if within 24 months after the license agreement effective date, Cure Vac grants a sublicense to a third party for the development and commercialization of the licensed products, then Cure Vac will pay us a single-digit percentage of the total sublicense income that it receives to the extent that such income exceeds (i) the fee paid by Cure Vac under the Development and Option Agreement to identify a target for such license agreement and (ii) the milestone payments paid by Cure Vac under such license agreement. The fees, milestones and royalty payments for a non-exclusive license are 50% of the corresponding payments for an exclusive license. | cmp |
The Development and Option Agreement had an initial term of eight years, unless earlier terminated or extended in accordance with its terms. Within 60 days prior to the expiration of the initial term, Cure Vac has the option to extend the initial term of the agreement on an annual basis for up to a total of three successive years upon payment of an annual non-refundable extension fee. Cure Vac has the right to terminate the agreement in full or on a program-by-program basis (i) upon a material breach by us that is not cured within a certain period, (ii) upon a change in control of Arcturus, or (iii) without cause upon 60 days notice to us. We have the right to terminate the agreement upon material breach by Cure Vac that is not cured within a certain period. Upon termination, all licenses granted under the Development and Option Agreement will terminate, but any license agreement entered into pursuant upon the identification of a target will remain in effect. | cmp |
On February 11, 2019, we announced the termination of our obligations to Cure Vac for the preclinical development of ARCT-810, effective August 4, 2019, and the re-assumption of our worldwide rights thereto. On July 24, 2019, the Company and Cure Vac entered into an amendment to the Development and Option Agreement, pursuant to which we agreed to (i) shorten the time period during which Cure Vac may select potential targets to be licensed from the Company from eight years to four years, and (ii) reduce the overall number of maximum targets to be reserved and licensed to 10 targets. Additionally, we canceled our related Co-Development and Co-Commercialization agreement for developing and commercializing ARCT-810. | cmp |
Prior to expiration of the initial term of 8 years (which was subsequently amended, as discussed below), the Agreement also includes an option to extend the term on an annual basis for up to 3 years and subject to payment by Cure Vac to Arcturus of a non-refundable annual extension fee. The agreement included potential milestone payments for selected targets from Cure Vac to the Company. The current potential milestone payment for the remaining targets as of December 31, 2019 is $14.0 million for rare disease targets and $23.0 million for non-rare disease targets. Cure Vac will pay royalties as a percentage of net sales on a product-by-product and country-by-country basis during the applicable royalty term in the low single-digit range. As of December 31, 2019, the Company has not yet reached the clinical phase of the contract. Pursuant to a May 2018 amendment to the Development and Option Agreement (as amended and restated on September 28, 2018), the Company increased the number of targets available to Cure Vac under the Development and Option Agreement and agreed upon the license forms to be executed upon selection of the targets by Cure Vac. | cmp |
On July 26, 2019, the Company entered into an amendment (Cure Vac Amendment) to its Development and Option Agreement (as amended, the Development and Option Agreement), with Cure Vac, pursuant to which the Company and Cure Vac agreed to (i) shorten the time period during which Cure Vac may select potential targets to be licensed from the Company from eight years to four years, and (ii) reduce the overall number of maximum targets to be reserved and licensed. | cmp |
(3) Pursuant to a deferred payment alternative as described in the Option Agreement, provided that, at any time that the Company is incorporated in Delaware, payment of the Common Stock's "par value" (as defined in the Delaware General Corporation Law) shall not be made by deferred payment; (4) In any other form of legal consideration that may be acceptable to the Board; or | cmp |
16. Continuation of Directorship. This Option Agreement shall not be construed to confer upon the Optionee any right to continue as an officer or employee of the Company or any Affiliate. | cmp |
2.16. "Option Agreement" means the agreement which must be entered into between the Optionee and the Company upon the grant of an Option by the Company to the Optionee as approved by the Administrator pursuant to Section 15 of the Plan. | cmp |
Pursuant to the Option Agreement, subject to it becoming effective, 19 X has made certain representations and warranties regarding the Presley Interests and the Elvis Presley business and has made certain covenants regarding the ownership of the Presley Interests and ownership and operation of the Elvis Presley business during the term of the Option Agreement. 19 X is required, upon the Companys request, to annually reaffirm these representations and warranties and covenants to the Company. Subject to certain limitations, 19 X has agreed to indemnify the Company for breach of such representations and warranties and covenants. In limited and specified circumstances, the Companys obligation to make annual option payments shall cease and 19 X shall be obligated to refund certain prior payments. | cmp |
Filed Period Filing Exhibit Exhibit Description herewith Form ending Exhibit date - ------------------------------------------------------------------------------- 3.1 Articles of Incorporation, SB-2 3.1 08/06/2007 as currently in effect - ------------------------------------------------------------------------------- 3.2 Bylaws SB-2 3.2 08/06/2007 as currently in effect - ------------------------------------------------------------------------------- 3.3 Amended Articles of Merger 8-K 3.3 10/13/2008 Incorporation as currently in effect - ------------------------------------------------------------------------------- 10.1 Exclusive Option Agreement 8-K 10.1 09/04/2008 dated May 1, 2006, between The Penn State Research Foundation and Northwest Medical Research Inc. - ------------------------------------------------------------------------------- 10.2 Assignment Agreement to the 8-K 10.2 09/04/2008 Option Agreement, dated July 31, 2008, among The Penn State Research Foundation, Northwest Medical Research Inc. and Generic Marketing Services, Inc. - ------------------------------------------------------------------------------- 10.3 Assignment and Assumption 8-K 10.3 09/04/2008 Agreement, dated July 31, 2008, between Northwest Medical Research Inc. and Generic Marketing Services, Inc. - ------------------------------------------------------------------------------- 23.1 Consent Letter from Moore X and Associates Chartered - ------------------------------------------------------------------------------- 31.1 Certification of President X and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------- 31.2 Certification of President X and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act - ------------------------------------------------------------------------------- | cmp |
Pursuant to the Option Agreement, subject to it becoming effective, 19 X has made certain representations and warranties regarding the Presley Interests and the Elvis Presley business and has made certain covenants regarding the ownership of the Presley Interests and ownership and operation of the Elvis Presley business during the term of the Option Agreement. 19 X is required, upon our request, to annually reaffirm these representations and warranties and covenants to us. Subject to certain limitations, 19 X has agreed to indemnify us for breach of such representations and warranties and covenants. In limited and specified circumstances, our obligation to make annual option payments shall cease and 19 X shall be obligated to refund certain prior payments. | cmp |
Pursuant to the Assignment Agreement, the Company has taken or has agreed to take the following actions that are required under the Option Agreement and the Letter of Intent, in connection with transfer of the Concessions to Metales: | cmp |
The Company shall also be responsible for making all necessary property payments and taxes to keep the Property in good standing. The cash payments above include payments to Jack Walker ($10,000 paid) pursuant to a property option agreement which has been assigned by Min Quest to the Company as set out in the Agreement. | cmp |
JPL is an operating division of California Institute of Technology ("Caltech") which operates JPL under a contract from NASA, pursuant to which Caltech has the right to elect to retain title to certain inventions conceived or first actually reduced to practice during the course of the research and development activities described in the Task Plan. The Company has entered into a "Patent License Option Agreement" with Caltech (the "Caltech License") under which the Company received certain rights in such inventions. Specifically, pursuant to the terms of the Caltech License, Caltech shall own any invention conceived or first reduced to practice by Caltech and the Company agrees to assign to Caltech all of the Company's rights in and to any invention jointly conceived. Caltech grants to the Company (1) an irrevocable, royalty-free, non-exclusive, worldwide license under all of Caltech's intellectual property rights in all Subject Inventions (as defined in the Caltech License), and (2) an option to acquire an exclusive, worldwide license to those Inventions owned. The exclusive license shall be royalty bearing (at the rate of 2%) with respect to certain Inventions and royalty-free with respect to others. | cmp |
It is acknowledged that Buyer shall assume Seller's obligations as "Transferor" (as defined in the Option Agreement) under the Option Agreement. It is contemplated that Buyer and Equitable may enter into an amendment to the Option Agreement or a new agreement in substitution for the Option Agreement (the "Substitute Agreement"). Seller acknowledges that to the extent Buyer is obligated under the Option Agreement or the Substitute Agreement to make to Equitable any or all of the representations and warranties (the "Option Representations") which are required to be made by the Transferor pursuant to Section 7 of the Option Agreement, Buyer shall be relying on the truthfulness and accuracy of the Option Representations as of Closing. Accordingly, for the limited purpose of this Article XXII Seller shall be deemed to have warranted to | cmp |
AND, WHEREAS, pursuant to an Option Agreement dated November 1, 1989 between Assignor and Virginia Mutual, as amended by Amendment to Option Agreement dated July 23, 1992 and by Second Amendment to Option Agreement dated October 1, 1998 (collectively the "Option Agreement"), Assignor holds an option to purchase the Property from Virginia Mutual. | cmp |
**(13)** | **Term Loan and Option Agreement**
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On September 8, 2011, the Company issued a $25,000,000 term loan to Crescendo Bioscience, Inc. (Crescendo) of South San Francisco, CA under a Loan and Security Agreement (Loan Agreement) and also secured an exclusive three-year option to acquire the company pursuant to a definitive merger agreement (the Option Agreement). Crescendo develops molecular diagnostic tests for patients suffering from autoimmune disorders, including rheumatoid arthritis. | cmp |
WHEREAS, pursuant to an Option Agreement date November 1, 1989 between Assignor and Virginia Mutual, as amended, Assignor holds an option to purchase the Property from Virginia Mutual; WHEREAS, pursuant to a certain Option Assignment Agreement (the "OPTION ASSIGNMENT AGREEMENT") dated as of July 27, 2000, Assignee, in lieu of Assignor, will acquire the Property; and | cmp |
(f) Termination of Employment or Other Service. If an Optionee ceases to be an employee or to perform services as an officer or director for the Company and any affiliate for any reason other than death or disability (defined below), then each outstanding option granted to him or her under the Plan will terminate on the date three months after the date of such termination of employment or service (or, if earlier, the date specified in the option agreement). If an optionee's employment or service is terminated by reason of the optionee's death or disability (or if the optionee's employment or service is terminated by reason of his or her disability and the optionee dies within one year after such termination of employment or service), then each outstanding option granted to the optionee under the Plan will terminate on the date one year after the date of such termination of employment or service (or one year after the later death of a disabled optionee) or, if earlier, the date specified in the option agreement. For purposes hereof, the term "disability" means the inability of an optionee to perform the customary duties of his or her employment or other service for the Company or an affiliate by reason of a physical or mental incapacity which is expected to result in death or be of indefinite duration (but in any event no less than twelve months). | cmp |
(f) Termination of Employment or Other Service. If an optionee ceases to be an employee or to perform services as an officer for the Company and any affiliate for any reason other than death or disability (defined below), then each outstanding option granted to him or her under the Plan will terminate on the date three months after the date of such termination of employment or service (or, if earlier, the date specified in the option agreement). If an optionee's employment or service is terminated by reason of the optionee's death or disability (or if the optionee's employment or service is terminated by reason of his or her disability and the optionee dies within one year after such termination of employment or service), then each outstanding option granted to the optionee under the Plan will terminate on the date one year after the date of such termination of employment or service (or one year after the later death of a disabled optionee) or, if earlier, the date specified in the option agreement. For purposes hereof, the term | cmp |
WHEREAS, pursuant to an Option Agreement date November 1, 1989 between Assignor and Virginia Mutual, as amended, Assignor holds an option to purchase the Property from Virginia Mutual; WHEREAS, pursuant to a certain Option Assignment Agreement (the "Option Assignment Agreement") dated as of July 27, 2000, Assignee, in lieu of Assignor, will acquire the Property; | cmp |
Rio Vistas 2005 Equity Incentive Plan and the associated form of option agreement provide for acceleration of vesting of outstanding options in connection with the following events: a merger or consolidation in which Rio Vista and/or the General Partner is not the surviving entity; the sale, transfer or other disposition of at least 75% of the total assets of Rio Vista and/or the General Partner; the complete liquidation or dissolution of Rio Vista and/or the General Partner; a reverse merger in which Rio Vista and/or the General Partner is the surviving entity but (i) the Common Units outstanding immediately prior to such merger are converted or exchanged into other property by virtue of the merger, or (ii) in which securities possessing more than 50% of the total combined voting power of Rio Vistas and/or the General Partners outstanding securities are transferred to persons different from those who held such securities immediately prior to such merger; the acquisition by any person of beneficial ownership of securities possessing more than 50% of the total combined voting power of Rio Vistas and/or the General Partners outstanding securities; or a change in the composition of the board of managers of the General Partner over a period of 12 months or less such that a majority of the managers ceases, by reason of one or more contested elections for manager, to be comprised of individuals who are continuing managers (as defined in the form of option agreement). | cmp |
10.33* Form of L.A. Gear, Inc. 1993 Stock Incentive Plan Restricted Stock Option Agreement. (40) 10.34 Registration Rights Agreement, dated as of December 24, 1992, among Registrant and Kidder, Peabody & Co. Incorporated and Sutro & Co. Incorporated. (41) | cmp |
The Board of Directors of the Company (the "Board") shall appoint and maintain as administrator of the Plan a Committee (the "Committee") consisting of two or more directors who are "Non-Employee Directors" (as such term is defined in Rule 16 b-3) and "Outside Directors" (as such term is defined in Section 162(m) of the Code), which shall serve at the pleasure of the Board. The Committee, subject to Sections 3 and 5 hereof, shall have full power and authority to designate recipients of Options, to determine the terms and conditions of respective Option agreements (which need not be identical) and to interpret the provisions and supervise the administration of the Plan. The Committee shall have the authority, without limitation, to designate which Options granted under the Plan shall be Incentive Options and which shall be Nonqualified Options. To the extent any Option does not qualify as an Incentive Option, it shall constitute a separate Nonqualified Option. | cmp |
All Options granted pursuant to the Plan shall be evidenced by written agreements to be executed by the Corporation and the Optionee, in such form or forms as the Committee shall from time to time determine. Option Agreements covering Options granted from time to time or at the same time need not contain similar provisions; provided, however, that all such Option Agreements shall comply with all terms of the Plan. | cmp |
10.12 Form of Option Agreement for options issued to employees, executive officers and others, filed as Exhibit 10.13 to the Registration Statement on Form S-4, filed on December 28, 1994, and incorporated herein by this reference. | cmp |
On January 17, 2008, the Court issued the _Order Granting Motion of Liquidating Trustee to Extend Certain Deadlines Established in the Debtors Plan of Reorganization_. On January 31, 2007, the Court approved the Second Amended Plan. Under the Plan, the Company was required to reorganize as a business by February 13, 2009, to receive a discharge of debts under Section 1141 of the Bankruptcy Code. Pursuant to the requirement, the Company entered into an Option Agreement with Osage Land Company to acquire 90% of oil and gas leases owned by Osage Land Company in a certain tract in the state of Colorado. On February 10, 2009, the Company mailed copies to all creditors. No objections were filed with the Bankruptcy Court regarding the Plan to enter into an Option Agreement with Osage Land for the purpose of becoming an exploration stage company focused on the acquisition, exploration, and development of mineral properties. On January 10, 2009, the Company entered into an Option Agreement with Osage Land Company to acquire certain oil and gas leases covering approximately 3,912 of oil and gas leases located in the State of Colorado. | cmp |
5.7 ARBITRATION OF DISPUTES. Any controversy arising out of or relating to the Plan or an Option Agreement shall be resolved by arbitration conducted pursuant to the arbitration rules of the American Arbitration Association. The arbitration shall be final and binding on the parties. | cmp |
"Option Agreements" means option agreements between the Corporation and employees of the Corporation or U.S. Intec, Inc. relating to the Series A Preferred Stock. | cmp |
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
Non-Employee Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6
Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
Optionee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9
Retire or Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.10
Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11 ARTICLE II - GENERAL PROVISIONS RELATING TO OPTIONS | cmp |
Real Estate Associates Limited IV (the Partnership) was formed under the California Limited Partnership Act on August 24, 1981. The Partnership was formed to invest either directly or indirectly in other limited partnerships which own and operate primarily federal, state and local government-assisted housing projects. The general partners are National Partnership Investments, LLC, a California limited liability company ("NAPICO" or the General Partner), and National Partnership Investments Associates, a California limited partnership. The business of the Partnership is conducted primarily by NAPICO. The General Partner is a subsidiary of Bethesda Holdings II, LLC, a privately held real estate asset management company (Bethesda). Bethesda acquired the General Partner on December 19, 2012, pursuant to an option agreement with Aimco/Bethesda Holdings, Inc., a subsidiary of Apartment Investment and Management Company (Aimco), a publicly traded real estate investment trust. | cmp |
(f) ENTIRE AGREEMENT. This Agreement (together with any applicable option agreements pursuant to Section 6(g)) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, between the Company and Executive with respect to the subject matter hereof and thereof. | cmp |
(f) ENTIRE AGREEMENT. This Agreement (together with any applicable option agreements pursuant to Section 6(f)) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Company and Executive with respect to the subject matter hereof. | cmp |
Under our budget and based upon our existing product development agreements and license agreements pursuant to letters of intent and option agreements, we expect our research and development expenditures for the next 12 months to be approximately $7,500,000. We anticipate grant revenues in the next year to offset research and development expenses for the development of our thermostable vaccine technology and the development of SGX 201 in radiation enteritis in the amount of approximately $1,600,000, with $700,000 of that total amount contributing towards our overhead expenses. | cmp |
The Board of Directors may from time to time alter, amend, suspend or discontinue this Plan or alter or amend any and all option agreements granted pursuant to this Plan. | cmp |
On March 16, 2017, we and Main Pointe entered into a License, Commercialization and Option Agreement, or the Main Pointe Agreement, pursuant to which we granted Main Pointe an exclusive license to our Impede Technology to commercialize our Nexafed products in the U.S. and Canada. We also conveyed to Main Pointe our existing inventory and equipment relating to our Nexafed products. Main Pointe is responsible for all development, manufacturing and commercialization activities with respect to products covered by the Agreement and controls the marketing and sale of our Nexafed products. | cmp |
| _(a)_ | _Represents the remaining purchase price for land option agreements consolidated pursuant to ASC 810._
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| _(b)_ | _Represents the remaining purchase price for other consolidated land option agreements, primarily pursuant to ASC 470-40._
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The above summary includes land option agreements consolidated under ASC 810 and ASC 470-40 as well as all other land option agreements. The remaining purchase price of all land option agreements totaled $599.8 million and $1.3 billion at December 31, 2009 and 2008, respectively. | cmp |
In September 2019, we entered into a License, Development and Commercialization Agreement (the License Agreement) with Serum AMR Products (SAMR). Pursuant to the License Agreement, we received upfront payments totaling $15 million, of which $5 million was received in July 2019 through the option agreement referred to above, and may receive milestone payments and royalty-based payments from SAMR if certain milestones and sales levels as defined in the License Agreement are met. | cmp |
In September 2019, we entered into a License, Development and Commercialization Agreement (the License Agreement) with Serum AMR Products, a Netherlands based company (SAMR), which is a wholly owned subsidiary of SIBV, pursuant to the previous Option Agreement, and received an upfront cash payment of $10 million (in addition to the $5 million that was initially received upon the parties entering into the Option Agreement). | cmp |
In July 2019, we entered into an Option Agreement for Exclusive Product and Platform Technology License (the Option Agreement) with Serum International BV, a company incorporated in the Netherlands (SIBV). Pursuant to the Option Agreement, SIBV made a fee payment to us in the amount of $5 million. | cmp |
On March 19, 2021, we entered into the Collaboration Agreement with Relief providing for the development and commercialization of OLPRUVATM for the treatment of various inborn errors of metabolism, including for the treatment of UCDs and MSUD. The Collaboration Agreement is the culmination of the option agreement (the Option Agreement, together the Agreements) previously entered into between us and Relief on January 25, 2021. Pursuant to the Agreements, we received from Relief an upfront non-refundable payment of $1.0 million and a reimbursement payment of $14.0 million. Under the terms of the Collaboration Agreement, Relief committed to pay us Development Payments (the Development Payments) of up to an additional $20.0 million for U.S. development and commercial launch costs for the UCDs and MSUD indications. During the three months ended June 30, 2021, we received from Relief the $10.0 million First Development Payment. We were contractually entitled to receive from Relief an additional $10.0 million Second Development Payment conditioned upon the FDAs acceptance of an NDA for OLPRUVATM in a UCD for filing and review. This acceptance was received on October 4, 2021. On October 6, 2021, we entered into a Waiver and Agreement with Relief to amend the timing for the Second Development Payment. We received the Second Development Payment in two $5.0 million tranches on each of October 12, 2021 and January 14, 2022. We could also receive a total of $6.0 million in milestone payments based on the first European marketing approvals of OLPRUVATM for a UCD and MSUD. The terms of the Agreements are further described in Critical Accounting Estimates later in this section and in the Revenue Recognition and Accounting for Collaboration Agreements section of Note 2 to our financial statements. | cmp |
The Company, pursuant to the Merger Agreement relating to the acquisition of Halifax, assigned to Robert J. Budd, the seller of Halifax (Budd), any potential rights or exposure associated with an unresolved legal case brought by Leonard Mountain, Inc. against Halifax prior to its acquisition by the Company (the Lawsuit) relating to an option agreement between the parties. The Company and its subsidiary, VSF, were named as co-defendants in the case in 2004. The Company and its counsel believe that the potential exposure from the case has been properly assigned to Budd and would not be borne by the Company. Moreover, the Merger Agreement provides that Budd will fully indemnify the Company from all liability, fees and costs in conjunction with the Lawsuit. | cmp |
Subsets and Splits
CMP Labels with Stock or Employee
Retrieves rows where the label is 'cmp' and the text mentions 'stock' or 'employee', providing a basic filtered view of the data.
Select Law Labels
Returns all entries from the train dataset labeled as 'law', providing a basic filter without much analytical insight.
Select Text and Label
The query retrieves text and label pairs from the train dataset, providing a basic view of the data without much analytical insight.