Conditions Precedent to Exercise of Option. In the event that the exercise of the Option or the issuance and delivery of the shares hereunder shall be subject to, or shall require, any prior exchange listing, prior approval of the stockholders of the Company, or other prior condition or act, pursuant to the applicable laws, regulations or policies of any stock exchange, federal or local government or its agencies or representatives, and/or pursuant to the Plan, then the Option shall not be deemed to be exercisable under this Grant until such condition is satisfied. The Company shall not be liable in any manner to Optionee or any other party for any failure or delay by the Company on its part to fulfill any such condition, and any such failure or delay shall not extend the term of the Option.
Conditions Precedent to Exercise of Option. The obligations of the Parties shall be conditioned as follows:
Conditions Precedent to Exercise of Option. In the event that the exercise of any of the Options or the issuance and delivery of the shares hereunder shall be subject to, or shall require, any prior exchange listing, prior stockholder approval, or other prior condition or act, pursuant to the applicable laws, regulations or policies of any stock exchange, federal or local government or its agencies or representatives, then no Option shall be deemed to be exercisable under this Agreement until such condition is satisfied. The Corporation shall not be liable in any manner to Optionee or any other party for any failure or delay by the Corporation on its part to fulfill any such condition.
Conditions Precedent to Exercise of Option. The equipment set forth on Attachment A is currently subject to a lien as collateral for $20,000,000 of 5% senior secured convertible debentures due in 2009 issued by Ener1 in January 2004 (the “Debentures”). Ener1 and Ener1 Battery agree that once the aforementioned lien is released in full, the option will be deemed automatically exercised with respect to such equipment. Ener1 Battery also agrees to maintain property insurance for full replacement value on the subject equipment until purchased by EnerDel or EnerDel notifies Ener1 Battery that it no longer intends to use the equipment. - Upon release of the above lien in full, Ener1 will notify EnerDel of such release and Ener1 Battery shall promptly provide EnerDel with a xxxx of sale and other appropriate transfer documents to transfer good and marketable title to such equipment free and clear of any liens, encumbrances or claims whatsoever. - Until the above-referenced lien is released, EnerDel is prohibited from exercising this option.
Conditions Precedent to Exercise of Option. Lessee will have the right, but not the obligation, to exercise the option to proceed with the Expansion (the “Expansion Option”). Exercise of the Expansion Option will be subject to the satisfaction of the conditions precedent described below. Whenever used in this Paragraph to refer to an entitlement, the terms “approved” and “approval” will mean approval of the specified action and (i) termination of all applicable administrative appeal periods with respect to such action without the filing of an appeal, or if an appeal is filed, the denial of such appeal and (ii) if any legal challenge to the specified action is filed, such legal challenge has been dismissed or withdrawn, unless an earlier date is agreed to in writing between Lessor and Lessee. Lessor will not unreasonably withhold or delay the notices described in this Paragraph 49(f).
Conditions Precedent to Exercise of Option. Your right to exercise the Option in whole or in part is subject to satisfaction of the conditions precedent that you shall refrain from engaging in any activity that, in the opinion of the Compensation Committee (the "Committee") of the Board, is competitive with any activity of the Company or any of its affiliate subsidiaries (except that employment at the request of the Company with an entity in which the Company has, directly or indirectly, a substantial ownership interest, or other employment specifically approved by the Committee, shall not be considered to be an activity that is competitive with any activity of the Company or any of its affiliated subsidiaries) and from otherwise acting, either prior to or after termination of employment, in any matter inimical or in any way contrary to the best interests of the Company and that you shall furnish to the Company such information with respect to the satisfaction of these conditions precedent as the Committee shall reasonably request.
Conditions Precedent to Exercise of Option. You shall be entitled to exercise the Option upon the satisfaction of all of the following conditions:
Conditions Precedent to Exercise of Option. Lessee’s authorization to exercise the Option shall be expressly limited to the occurrence of one of the following conditions (the “Conditions Precedent”):
(a) Lessor’s express written consent to exercise the Option, which consent shall be at Lessor’s sole discretion and memorialized in a written document separate and distinct from this Agreement; or
(b) If a court, administrative body or tribunal of competent jurisdiction determines that a purchase of a fee interest is required for the City to have the rights to use the Delivery Facilities under the terms of this Agreement; or
(c) Upon the receipt of any notice of termination of this Agreement under Section 2.2 (only with respect to a termination by the Lessor), 2.3.1, 2.3.2 or 2.3.3 hereof.
Conditions Precedent to Exercise of Option. The right of MWI to exercise the Option and acquire any of the Shares is subject to the occurrence of the following conditions precedent prior to or on the Option Exercise Deadline:
1) Receipt by SHC of gross proceeds of not less than Three Million Two Hundred Thousand Dollars ($3,200,000.00) from the successful completion of an initial public offering of SHC securities pursuant to a firm commitment underwriting upon such terms and conditions and with an underwriter which are all reasonably acceptable to SHC in its sole discretion; and
Conditions Precedent to Exercise of Option. Optionee's right to exercise the Option pursuant to Section 2 above is expressly subject to Section 5 below and the satisfaction of the following conditions precedent (the "Exercise Conditions"). The Exercise Conditions are for the sole and exclusive benefit of the County, and may not be waived, amended, or otherwise modified except by the County
a. Optionee and the County have executed the DDA and all other implementing documents, consistent with the terms and conditions of this Agreement.
b. Optionee shall have obtained all governmental permits and approvals necessary for conveyance of the Property and construction of the Project, including without limitation, building permits and approval of the County Board of Supervisions pursuant to Health and Safety Code Section 33433.
c. Optionee shall have secured all financing necessary for the construction of the Project as determined by the County.
d. Optionee shall have obtained the County's approval of all final construction plans and specifications and the construction contract for the Project.
e. All applicable environmental review have been completed, including but not limited to review under the California Environmental Quality Act ("CEQA") and the National Environmental Policy Act ("NEPA"), if applicable. If the Exercise Conditions have not occurred by the expiration of the Term, the County may terminate this Agreement, and neither party shall have any further rights or obligations hereunder.
