Example ContractsClausesEarly Unwind
Early Unwind
Early Unwind contract clause examples

Early Unwind. In the event the sale of the [“Initial Securities”]61[“Option Securities”]62 (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section ‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and # the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and # each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section ‎9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale by Counterparty of the [Base Convertible Securities]20[Optional Convertible Securities]21 is not consummated pursuant to the Purchase Agreement for any reason by the close of business in New York on ​, 202122 (or such later date as agreed upon by the parties) (​, 2021 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective rights and obligations of Dealer and Counterparty hereunder shall be cancelled and terminated. Following such termination and cancellation, each party shall be released and discharged by the other party from, and agrees not to make any claim against the other party with respect to, any obligations or liabilities of either party arising out of, and to be performed in connection with, the Transaction either prior to or after the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities”]15[“Option Securities”]16 (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason,

Early Unwind. In the event the sale by Counterparty of the [Base Convertible Securities]17 [Optional Convertible Securities]18 is not consummated pursuant to the Purchase Agreement for any reason by the close of business in New York on August 10, 2021 (or such later date as agreed upon by the parties) (August 10, 2021 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective rights and obligations of Dealer and Counterparty hereunder shall be cancelled and terminated. Following such termination and cancellation, each party shall be released and discharged by the other party from, and agrees not to make any claim against the other party with respect to, any obligations or liabilities of either party arising out of, and to be performed in connection with, the Transaction either prior to or after the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Firm Securities”]26[“Additional Securities”]27 (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, or Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and # the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and # each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Counterparty represents and acknowledges to the other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

exchanged or converted, Borrower shall exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Bond Hedge Transactions and Permitted Warrant Transactions, if any, corresponding to such Permitted Convertible Debt that are so repurchased, exchanged or converted.

Early Access. After Landlord determines that the Landlord’s First Floor Expansion Premises TI Work has sufficiently progressed to the point where permitting Tenant to enter the First Floor Expansion Premises will not adversely affect the timely completion of the remaining elements of Landlord’s First Floor Expansion Premises TI Work, then prior to the First Floor Expansion Premises Commencement Date Landlord shall permit Tenant to enter the First Floor Expansion Premises for the purpose of preparing the First Floor Expansion Premises for occupancy by Tenant. Any such early entry shall be at Tenant’s sole risk and expense, and, excepting only to the extent caused by the gross negligence or willful misconduct of Landlord or any of Landlord’s agents, employees or contractors, Landlord shall have no liabilities or obligations to Tenant in connection therewith, including any liability for damage or injury to persons or property in connection therewith. Upon such entry, Tenant shall be bound by and shall comply with all provisions of this Lease (excepting only the obligations to pay Base Rent, Tenant’s Pro Rata Share of Expenses, Tenant’s Pro Rata Share of Laboratory Expenses, Tenant’s Pro Rata Share of Taxes or the Amenity Fee with respect to the First Floor Expansion Premises), including the provisions of this Lease regarding obtaining and maintaining insurance coverages, and the performance of Alterations in the First Floor Expansion Premises, notwithstanding that the First Floor Expansion Premises Commencement Date may not yet have occurred. Without limitation, all of such work performed by Tenant in the First Floor Expansion Premises shall be coordinated with any work being performed by Landlord and in such manner as to maintain harmonious labor relations. In no event shall any such work by Tenant damage the Building or the First Floor Expansion Premises or interfere with the timely performance of the Landlord’s First Floor Expansion Premises TI Work.

Early Access. Sublandlord agrees to cooperate with Subtenant to allow Subtenant access to the Initial Premises from the day following the Consent Date to the Delivery Date and deliver exclusive possession of the Initial Premises, including the Data Room (but excluding the Lab Space), on the Delivery Date, for design and construction purposes and for the purposes of the installation of furniture, fixtures and equipment and preparing the Initial Premises for occupancy (the “Early Access Activities”), provided that Subtenant has first given Sublandlord at least one (1) business day’s prior notice of any such access (for access prior to the Delivery Date only) and has first delivered to Sublandlord a certificate of insurance evidencing compliance with the insurance obligations herein. Such access # shall be solely for the Early Access Activities and not for the purposes of occupancy or possession of the Initial Premises, or of conducting business therein, and # shall be subject to and upon all the terms and conditions of this Sublease (including without limitation Section 11 hereof), except that Subtenant shall have no obligation to pay Base Rent or Additional Rent for the period prior to the Initial Premises Commencement Date; provided, however, that if Subtenant’s pursuit of the Early Access Activities causes an increase of more than ten percent (10%) in the cost of utilities (including without limitation water, electricity, heat or air conditioning) allocable to the Initial Premises on a square-foot basis (as compared to the average cost for such utilities over the prior three (3) months), Subtenant shall reimburse Sublandlord for such increase in the cost of utilities within thirty (30) days following Sublandlord’s presentation of an invoice therefor (including reasonable supporting documentation), which invoice shall be presented to Subtenant within fifteen (15) days following each month of such Early Access Activities. The Early Access Activities shall be performed between the hours of 6:00 a.m. and 5:00 p.m. on business days, and shall be coordinated with Sublandlord. Subtenant’s early access shall not affect or alter the Initial Premises Commencement Date, the Expansion Premises Commencement Date, the Expiration Date, or the Term.

Early Termination. Either party may terminate this Agreement at any time by providing six (6) months’ prior written notice to the other party.

Early Possession. Notwithstanding anything to the contrary, upon the later of the Date of Lease, Tenant’s delivery of satisfactory evidence of insurance in accordance with [Article XV], the first month’s payment of Basic Rent and Additional Rent (as defined in Section 4.2) for the first month’s payment of Operating Expense Rental (as defined in Section 4.3) and Real Estate Tax Rental (as defined in Section 4.3) and payment of the Security Deposit and continuing until the Commencement Date (the “Early Access Period”), Tenant shall have non-exclusive reasonable rights of entry to the Premises for the purpose of preparing the Premises for Tenant’s use and occupancy, including, without limitation, performing the Tenant Work (as defined in Exhibit B-11]) and installing furniture, fixtures, equipment and Cabling (as defined in Section 12.3) (the “Early Access Activities”). Tenant’s entry to the Premises and conducting of any Early Access Activities during the Early Access Period shall be subject to the terms and conditions of this Lease, including, without limitation, the indemnification and hold harmless agreements set forth in Article XVII; provided, however, except for the cost of services requested by Tenant, Tenant shall not be required to pay Rent (as defined in Section 4.2) for any days during the Early Access Period on which Tenant is in possession of the Premises for the sole purpose of the Early Access Activities; provided, however, if Tenant uses all or any portion of the Premises during the Early Access Period for the purpose of conducting business operations, then Tenant shall pay Additional Rent for Operating Expense Rental and Real Estate Tax Rental, commencing on the date of such use. Tenant will coordinate all Early Access Activities with Landlord so as not to unreasonably interfere with Landlord or with other occupants of the Building.

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