Conditions to Exercise of Option. Tenant's right to extend is conditioned upon and subject to each of the following:
A. In order to exercise the option to extend, Tenant must give written notice of such election to Landlord and Landlord must receive the same by the Last Exercise Date and not sooner than three (3) months prior thereto. If proper notification of the exercise of the option is not given and/or received, such option shall automatically expire. Tenant acknowledges that because of the importance to Landlord of knowing no later than the Last Exercise Date whether or not Tenant will exercise the option, the failure of Tenant to notify Landlord by the Last Exercise Date will conclusively be presumed an election by Tenant not to exercise the option.
B. Landlord may elect to revoke Landlord's rights hereunder (i) if Tenant is in Default at the time of the exercise of the option or (ii) in the event that Landlord has given to Tenant 3 or more notices of separate Defaults during the 12 month period immediately preceding the exercise of the option, whether or not the Defaults are cured. The period of time within which the option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise the option because of the provisions of this paragraph.
C. All of the terms and conditions of this Lease except where specifically modified by this Addendum shall apply, except that there shall be no further right to extend the term hereof.
D. The option is personal to the named Tenant as set forth in Section 1.1 above (or any successor of the Tenant named in Section 1.1 hereof by merger or consolidation or any assignee permitted by Section 12(b), and cannot be assigned or exercised by anyone other than the Tenant named in Section 1.1 or any successor by merger or consolidation, and only while the Tenant or such successor, Section 12(b) permitted assignee or any Affiliate is in full possession of the Premises and without the intention of thereafter assigning or subletting.
Conditions to Exercise of Option. Tenant's rights to extend is -------------------------------- conditioned upon and subject to each of the following:
(1) In order to exercise its option to extend, Tenant must give written notice of such election to Landlord and Landlord must receive same by the Last Exercise Date, but not prior to the Earliest Exercise Date. If property notification of the exercise of an option is not given and/or received, such option shall automatically expire. Failure to exercise an option terminates that option and all subsequent options. Tenant acknowledges that because of the importance of Landlord of knowing no later than the Last Exercise Date whether or not Tenant will exercise the option, the failure of Tenant to notify Landlord by the Last Exercise Date will conclusively be presumed an election by Tenant not to exercise the option.
(2) Tenant shall have no right to exercise an option (i) if Tenant is in Default beyond any cure period provided in the Lease (if applicable) either on the date of exercise of the option or on the date on which the Lease would terminate absent exercise of the option or (ii) in the event that Landlord has given to Tenant three (3) or more notices of separate Defaults during the 12 month period immediately preceding the exercise of the option, whether or not the Defaults are cured. The period of time within which an option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise an option because of the provisions of this Paragraph.
Conditions to Exercise of Option. Except as otherwise set forth in Section 7 below, the Optionee may exercise this Option or any portion thereof after it has vested and during his lifetime only while he is employed by, or providing services to, the Company or a Subsidiary.
Conditions to Exercise of Option. A. Subject to the provisions of Section 2, this Option may be exercised by fifteen (15) days' prior written notice delivered to the Secretary of the Corporation stating the number of Option Shares with respect to which the Option is being exercised and accompanied by payment of the Option Price either: (i) by cashier's check payable to the order of Corporation; (ii) by the delivery and exchange of a number of already outstanding shares of Common Stock, previously acquired by Optionee, having a fair market value equal to the Option Price; (iii) by a combination of cashier's check and shares of common stock under (i) and (ii) above; or (iv) in any other form acceptable to Corporation.
B. Only whole shares of common stock may be used in payment of the Option Price and, if payment is to be made only in Common Stock, the shares shall be rounded to the lowest whole number of shares, and the balance of the Option Price shall be paid in cash. All shares of common stock utilized for the payment of the Option Price shall have a fair market value determined as of the date notice of exercise is given to the Secretary of the Corporation and shall be delivered by Optionee free and clear of all liens and encumbrances and in transferable form.
C. As soon as practicable after receipt of such notice and payment, Corporation shall, without transfer or issuance tax or other incidental expense to Optionee, deliver to Optionee at the office of Corporation, or at such other place as may be mutually acceptable, or, at the election of Corporation, by certified mail addressed to Optionee at his address shown in the employment records of Corporation, a certificate or certificates for such shares of common stock out of the theretofore unissued shares or reacquired shares, as reserved for issuance hereunder, of its Common Stock, as Corporation may elect; provided, however, that, if no request has been made under this Agreement that the shares to be delivered be registered under the Securities Act of 1933, as amended (the "Act"), or such shares are not otherwise registered under the Act, such delivery may be postponed by Corporation until it receives from Optionee such statements or documents with respect to the issuance or transfer of such shares as shall reasonably be required to comply with the applicable provisions of the Act or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission promulgated thereunder, or the requirem...
Conditions to Exercise of Option. Purchaser may exercise the Option if, but only if (i) Purchaser shall have accepted for payment and paid for all Shares validly tendered and not withdrawn pursuant to the Offer (the “Accepted Shares”), (ii) the Accepted Shares shall equal at least eight-five percent (85%) but less than ninety percent (90%) of the issued and outstanding Shares, and (iii) the Accepted Shares, together with the Option Shares immediately after exercise of the Option, would result in Parent, Purchaser and their respective subsidiaries owning (of record or beneficially) in the aggregate, at least ninety percent (90%) of the issued and outstanding Shares. If at any time prior to the Expiration Date, the conditions to the exercise of the Option set forth in this Section 2(a) are satisfied, Parent and Purchaser hereby agree to exercise the Option and to take all actions required under this Agreement to consummate the Option Closing.
Conditions to Exercise of Option. Except as otherwise set forth in Section 6, the Optionee may exercise the Option or any portion thereof to the extent then vested at any time or from time to time during the period commencing on the grant date set forth on the Schedules and ending on the Expiration Date. The Option may be exercised only by the Optionee or, in the event of his death or incompetence, his personal representative or heirs, as the case may be.
Conditions to Exercise of Option. Provided that Tenant is not in Default under this Lease at the time of exercise of the option to extend or at the commencement of the extension term, Tenant shall have the right to extend the Term of this Lease for an additional period of one (1) year (“Extension Term”) commencing upon January 1, 2008.
Conditions to Exercise of Option. Upon the acquisition of any shares of Common Stock pursuant to the exercise of this option, the Optionee will enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this agreement. In addition, issuance of such Common Stock may be subject to and conditioned upon, at the Company’s option, the Optionee’s execution of a restrictive or shareholder agreement. The certificates representing the shares of Common Stock purchased by exercising of this option may be stamped or otherwise imprinted with a legend in such form as the Company or its counsel may require with respect to any applicable restrictions on sale or transfer and the stock transfer records of the Company may reflect stop-transfer instructions with respect to such share of Common Stock.
Conditions to Exercise of Option. Blue River may exercise the Option only if any of the following events occurs or has occurred without the prior written consent of Blue River:
(a) The acquisition, following the date of this Agreement, by any entity, person or group, other than Blue River, of beneficial ownership of twenty percent (20%) or more (in the aggregate) of the shares of Shelby County Common Stock (as defined in the Merger Agreement) (for purposes of this Section 3, the terms "group" and "beneficial ownership" shall have the same meanings ascribed to them in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder), but only if (i) such entity, person or group has publicly announced its opposition to the Merger Agreement or the Merger (as defined in the Merger Agreement) or its intention not to vote the common stock beneficially owned by the entity, person or group in favor of the Merger Agreement or the Merger and has solicited or indicated its intention to solicit proxies or votes against the Merger Agreement or the Merger; (ii) such entity, person or group has proposed, indicated an intention to propose, or entered into an agreement to effect a merger, consolidation, share exchange or other combination with Shelby County or the Bank; or (iii) such entity, person or group has voted against the Merger Agreement or the Merger at the meeting of shareholders of Shelby County at which the Merger Agreement and the Merger are voted upon; or
(b) The making, following the date of this Agreement, by any entity, person or group, other than Blue River, of a tender or exchange offer for, or any other offer to purchase, an amount equivalent to twenty percent (20%) or more (in the aggregate) of the shares of Shelby County Common Stock; or
(c) The acceptance by Shelby County or the Bank of any proposal (however conditional or future) of, or the execution by Shelby County or the Bank of any letter of intent, agreement in principle or other agreement (whether binding or non-binding) with, any entity, person or group, other than Blue River, to (i) acquire Shelby County or the Bank by merger, consolidation, share exchange, combination, purchase of all or substantially all of Shelby County's or the Bank's assets or capital stock or any other similar transaction, or (ii) make a tender or exchange offer for any shares of Shelby County Common Stock.
Conditions to Exercise of Option. The Optionee may exercise the Option or any portion thereof to the extent then vested at any time or from time to time during the period commencing on the Grant Date set forth on Schedule 1 and ending on the Expiration Date (the “Option Term”). The Option may be exercised only by the Optionee or, in the event of his death or incompetence, his personal representative or heirs, as the case may be.
