Conditions of Stock Acquisition Rights Sample Clauses

Conditions of Stock Acquisition Rights. (i) In the event that one or more of the SARs are exercised, the number of shares to be delivered to such Stock Acquisition Right holder upon such exercise shall be a whole number and any portion less than one share shall be rounded down and no shares shall be allotted. No monetary adjustment shall be made with respect to such rounding off. (ii) The holder of the SARs may not be exercised during until the shares (including depositary receipts) of the Company are listed on a financial instruments exchange established under foreign laws and regulations. (iii) The holder of the SARs may exercise the SARs only when the Company’s Board of Directors shall determine that a reasonable contribution was made by the holder (to be decided by the Board of Directors of the Company. The same shall apply hereinafter). The Board of Directors of the Company may object to the exercise of the stock acquisition rights by the holder. However, if the Company’s Board of Directors does not raise any objection upon the exercise of the Stock Acquisition Rights by the holder, it shall be deemed that a reasonable contribution was made.
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Conditions of Stock Acquisition Rights. (1) In the event that one or more of the SARs are exercised, the number of shares to be delivered to such Stock Acquisition Right Holder upon such exercise shall be a whole number and any portion less than one share shall be rounded down and no shares shall be allotted. No monetary adjustment shall be made with respect to such rounding off. (2) The Holder of the SARs may not be exercised during until the shares (including depositary receipts) of the Company are listed on a financial instruments exchange established under the United States laws and regulations.
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Conditions of Stock Acquisition Rights 
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Related to Conditions of Stock Acquisition Rights

  • Conditions to Purchaser’s Obligations The respective obligations of the Purchasers hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Act shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Pricing Prospectus, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representatives shall have received on the Closing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) The Purchasers or the Representatives shall have received on the Closing Date an opinion of the General Counsel of the Company, or other counsel to the Company satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form set forth in Exhibit A hereto. (C) The Purchasers or the Representatives shall have received on the Closing Date an opinion and a letter of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel for the Purchasers, dated the Closing Date, substantially in the forms set forth in Exhibits B-1 and B-2 hereto. (D) The Purchasers or the Representatives shall have received on the Closing Date a letter from Ernst & Young LLP, independent registered public accountants for the Company, dated as of the Closing Date, substantially to the effect set forth in Exhibit C hereto. If any condition specified in this Article IV shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchasers by notice to the Company and such termination shall be without liability of any party to any other party except as provided in Articles VI and VII hereof.

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