Certain Conditions. The obligation of Issuer to issue Option Shares under this Agreement upon exercise of the Option shall be subject to the satisfaction or waiver of the following conditions: (a) any waiting periods applicable to the acquisition of the Option Shares by Grantee pursuant to this Agreement under the HSR Act shall have expired or been terminated; (b) the representations and warranties of Grantee made in Section 6 of this Agreement shall be true and correct in all material respects as of the date of the Closing for the issuance of such Option Shares; and (c) no order, decree, or injunction entered by any court of competent jurisdiction or governmental, regulatory, or administrative agency or commission in the United States shall be in effect that prohibits the exercise of the option or acquisition of Option Shares pursuant to this Agreement.
Appears in 6 contracts
Samples: Stock Option Agreement (Medtronic Inc), Stock Option Agreement (Xomed Surgical Products Inc), Stock Option Agreement (Medtronic Inc)
Certain Conditions. The obligation of Issuer to issue Option Shares under this Stock Option Agreement upon exercise of the Option shall be subject to the satisfaction or waiver of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option Shares by Grantee pursuant to this Stock Option Agreement under the HSR Act shall have expired or been terminated;
(b) the representations and warranties of Grantee made in Section 6 of this Stock Option Agreement shall be true and correct in all material respects as of the date of the Closing for the issuance of such Option Shares; and
(c) no order, decree, decree or injunction entered by any court of competent jurisdiction or governmental, regulatory, regulatory or administrative agency or commission in the United States shall be in effect that which prohibits the exercise of the option Option or acquisition of Option Shares pursuant to this Stock Option Agreement.
Appears in 3 contracts
Samples: Stock Option Agreement (Rykoff Sexton Inc), Stock Option Agreement (Rykoff Sexton Inc), Stock Option Agreement (Rykoff Sexton Inc)
Certain Conditions. The obligation of Issuer to issue Option Shares at a Closing under this Agreement upon after exercise of the Option shall be subject to the satisfaction or waiver of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option Shares by Grantee pursuant to this Agreement under the HSR Act shall have expired or been terminated;
(b) the representations and warranties of Grantee made in Section 6 of this Agreement shall be true and correct in all material respects as of the date of the Closing for the issuance of such Option Shares; and;
(c) no order, decree, or injunction entered by any court of competent jurisdiction or governmental, regulatory, or administrative agency or commission in the United States shall be in effect that prohibits the exercise of the option or acquisition of Option Shares pursuant to this Agreement; and
(d) compliance with any Nasdaq approvals or requirements.
Appears in 2 contracts
Samples: Stock Option Agreement (Arterial Vascular Engineering Inc), Stock Option Agreement (Medtronic Inc)
Certain Conditions. The obligation of Issuer Xxxxxx to issue Option Shares under this Option Agreement upon exercise of the Option shall be subject to the satisfaction or waiver of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option Shares by Grantee Seagate pursuant to this Option Agreement under the HSR Act shall have expired or been terminated;
(b) the representations and warranties of Grantee Seagate made in Section 6 of this Option Agreement shall be true and correct in all material respects as of the date of the Closing for the issuance of such Option Shares; and
(c) no order, decree, decree or injunction entered by any court of competent jurisdiction or governmental, regulatory, regulatory or administrative agency or commission in the United States shall be in effect that which prohibits the exercise of the option Option or acquisition of Option Shares pursuant to this Option Agreement.
Appears in 2 contracts
Samples: Stock Option Agreement (Conner Peripherals Inc), Stock Option Agreement (Seagate Technology Inc)
Certain Conditions. The obligation of Issuer STB to issue Option Shares under this Option Agreement upon exercise of the Option shall be subject to the satisfaction or waiver of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option Shares by Grantee 3Dfx pursuant to this Option Agreement under the HSR Act shall have expired or been terminated;
(b) the representations and warranties of Grantee 3Dfx made in Section 6 of this Option Agreement shall be true and correct in all material respects as of the date of the Closing for the issuance of such Option Shares; and
(c) no order, decree, decree or injunction entered by any court of competent jurisdiction or governmental, regulatory, regulatory or administrative agency or commission in the United States shall be in effect that which prohibits the exercise of the option Option or acquisition of Option Shares pursuant to this Option Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (3dfx Interactive Inc), Stock Option Agreement (3dfx Interactive Inc)
Certain Conditions. The obligation of Issuer Company to issue Option Shares under this Agreement upon exercise of the Option shall be subject to the satisfaction or waiver of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option Shares by Grantee Parent pursuant to this Agreement under the HSR Act and any material foreign competition laws shall have expired or been terminated;
(b) the representations and warranties of Grantee Parent made in Section 6 of this Agreement shall be true and correct in all material respects as of the date of the Closing closing for the issuance of such Option Shares; and
(c) no statute, rule or regulation shall be in effect, and no order, decree, decree or injunction entered by any court of competent jurisdiction or governmental, regulatory, regulatory or administrative agency or commission in the United States shall be in effect that prohibits the exercise of the option Option or acquisition or issuance of Option Shares pursuant to this Agreement.
Appears in 1 contract
Samples: Stock Option Agreement (Intel Corp)
Certain Conditions. The obligation of Issuer to issue Option Shares under this Agreement upon exercise of the Option shall be subject to the satisfaction or waiver by Issuer of the following conditions:
(a) any waiting periods applicable to the acquisition of the Option Shares by Grantee pursuant to this Agreement under the HSR Act shall have expired or been terminated;
(b) the representations and warranties of Grantee made in Section 6 of this Agreement shall be true and correct in all material respects as of the date of the Closing for the issuance of such Option Shares; and
(c) no order, decree, or injunction entered by any court of competent jurisdiction or governmental, regulatory, or administrative agency or commission in the United States shall be in effect that prohibits the exercise of the option Option or acquisition of Option Shares pursuant to this Agreement.
Appears in 1 contract