Conditions to Exercise of Options. In order to enable the Company to comply with the Securities Act of 1933 (the “Securities Act”) and relevant state law, the Company may require the Optionee, the Optionee’s estate, or any Transferee as a condition of the exercising of the Options granted hereunder, to give written assurance satisfactory to the Company that the shares subject to the Options are being acquired for the Optionee’s own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law. The Options are subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration, or qualification of the shares of common stock subject to the Options upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue or purchase of shares under the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.
Conditions to Exercise of Options. (a) In order to enable the Company to comply with the Securities Act and relevant state law, the Company may require the Optionee, the Optionee’s estate or any Transferee, as a condition of the exercise of the Options granted hereunder, to give written assurance satisfactory to the Company that the shares of Common Stock subject to the Options are being acquired for such Optionee’s, estate’s or Transferee’s, as applicable, own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares of Common Stock either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares of Common Stock being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law.
(b) The Options are subject to the requirement that, if at any time the Board shall determine, in its sole and absolute discretion, that the listing, registration or qualification of the shares of Common Stock subject to the Options upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue or purchase of such shares of Common Stock under the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.
Conditions to Exercise of Options. No Option may be exercised by --------------------------------- Optionee to the extent that, at the time of such proposed exercise, Optionee is not, in the reasonable discretion of the Board, providing, when and as requested by the Corporation, Services in a manner and on economic terms reasonably satisfactory to the Corporation and consistent with past practice; provided, -------- however, that (i) upon Optionee's death or incapacitation or (ii) upon ------- termination of Optionee's employment by the Corporation without Cause, Optionee shall be entitled to exercise, pursuant to the terms and conditions of this Agreement, all Options that have vested on or prior to the date of death or incapacitation or termination, as the case may be. For purposes of this Agreement, "Cause" means (i) a material breach of any agreement with the ----- Corporation, its subsidiaries, affiliates or corporate parent or its stockholders by Optionee (after notice and reasonable opportunity to cure), (ii) a breach of Optionee's duty of loyalty to the Corporation or any of its subsidiaries, affiliates or corporate parent or any act of dishonesty, gross negligence, willful misconduct or fraud with respect to the Corporation or any of its subsidiaries, affiliates or corporate parent or any of their respective stockholders, customers or suppliers, (iii) the commission by Optionee of a felony, a crime involving moral turpitude or other act or omission tending to cause harm to the standing and reputation of, or otherwise bring public disgrace or disrepute to, the Corporation or any of its subsidiaries, affiliates or corporate parent, (iv) Optionee's continued failure or refusal to perform any material duty to the Corporation or any of its subsidiaries, affiliates or corporate parent which is normally attached to his position (after notice and reasonable opportunity to cure), or (v) Optionee's gross negligence or willful misconduct in performing those duties which are normally attached to his position (after notice and reasonable opportunity to cure). For purposes of this Agreement, "Optionee's duty of loyalty to the --------------------------------- Corporation or any of its subsidiaries, affiliates or corporate parent" shall ---------------------------------------------------------------------- include Optionee's fiduciary obligation to place the interests of the Corporation and its subsidiaries, affiliates or corporate parent ahead of his personal interests and thereby not knowingly ...
Conditions to Exercise of Options. No Option may be exercised by --------------------------------- such Optionee to the extent that, at the time of such proposed exercise, (i) such Optionee is, directly or indirectly, obligated, liable or indebted to the Corporation in an amount in excess of $50,000; or (ii) such Optionee is not, in the reasonable discretion of the Board, providing, when and as requested by the Corporation, Services in a manner reasonably satisfactory to the Corporation.
Conditions to Exercise of Options. The Committee or the Board may, in their discretion, require as conditions to the exercise of Options or Stock Appreciation Rights and the issuance of shares thereunder either (a) that a registration statement under the Securities Act of 1933, as amended, with respect to the Options or Stock Appreciation Rights and the shares to be issued upon the exercise thereof, containing such current information as is required by the Rules and Regulations under said Act, shall have become, and continue to be, effective; or (b) that the grantee or his or her transferee(s) (i) shall have represented, warranted and agreed, in form and substance satisfactory to the Company, both that he or she is acquiring the Option or Stock Appreciation Right and, at the time of exercising the Option or Stock Appreciation Right, that he or she is acquiring the shares for his/her own account, for investment and not with a view to or in connection with any distribution; (ii) shall have agreed to restrictions on transfer, in form and substance satisfactory to the Company; and (iii) shall have agreed to an endorsement which makes appropriate reference to such representations, warranties, agreements and restrictions both on the option and on the certificate representing the shares.
Conditions to Exercise of Options. In order to enable the Company to comply with the Securities Act and relevant state law, the Company may require the Employee, his or her estate, or any Transferee, as a condition of the exercising of the Options granted hereunder, to give written assurance satisfactory to the Company that the Shares subject to the Options are being acquired for his or her own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such Shares either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the Shares being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law. The Options are subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration, or qualification of the Shares subject to the Options upon any securities exchange or trading market or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue of Shares underlying the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.
Conditions to Exercise of Options. The options granted to the Borrower in this ARTICLE IV shall be exercisable only in the event and to the extent the Issuer
Conditions to Exercise of Options. Shares shall not be issued with respect to any Option granted under the Plan unless the issuance and delivery of such Shares shall comply with (or be exempt from) all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any applicable state securities law, and the requirements of any stock exchange or nation market system on which the Shares may then be listed. If the issuance or transfer of Shares to be issued or issued pursuant to any Option granted under this Plan may in the opinion of counsel to the corporation conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, including, without limitation, federal and state securities laws, the Corporation reserves the right to delay the issuance of the Shares upon the exercise of an Option and such delay shall be without liability to or other obligation of the corporation, the Corporation shall have no obligation hereunder to file registration statements or other reports or notices or obtain any license or permit or exemption under any federal or state law with respect to the grant of an Option or the issuance of Shares upon the exercise of an Option or the transfer of such Shares at any time thereafter. The Board of directors or Committee may require that the holder of an Option, as a condition to each exercise of the Option in whole on in part, to represent to the corporation in writing that the Shares to be acquired upon the exercise of the Option are to be acquired by the holder of the Option for investment purposes only, for such person's own account, and not with an view to distribution and make such other representations as counsel to the corporation may reasonably request to assure the availability of an exemption from or compliance wit the registration, notice, reporting or licensing requirements of applicable federal or state securities laws. The Option may also set forth such other terms and conditions relating to the non-registration or qualification of the Shares or the issuance or transfer of the Shares by the Corporation under the federal and state securities laws, as the Board of Directors or Committee may prescribe. Such representations and other terms and conditions shall continue in effect as long as counsel to the corporation may reasonably request.
Conditions to Exercise of Options. [If the Company’s registration statement on Form S-8 (or any successor form) is not effective, the remainder of the first paragraph of this Section 11 is applicable as to federal law.] In order to enable the Company to comply with the Securities Act of 1933 (the “Securities Act”) and relevant state law, the Company may require the Optionee, the Optionee’s estate, or any Transferee as a condition of the exercising of the Options granted hereunder, to give written assurance satisfactory to the Company that the shares subject to the Options are being acquired for his own account, for investment only, with no view to the distribution of same, and that any subsequent resale of any such shares either shall be made pursuant to a registration statement under the Securities Act and applicable state law which has become effective and is current with regard to the shares being sold, or shall be pursuant to an exemption from registration under the Securities Act and applicable state law. The Options are subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration, or qualification of the shares of common stock subject to the Options upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with the issue or purchase of shares under the Options, the Options may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected.
Conditions to Exercise of Options. The right of Buyer to exercise an Option for a Phase is subject to the satisfaction on the date of exercise ("Date of Exercise") (unless otherwise provided) of the following conditions:
(i) Buyer shall not be in Default under the terms of this Agreement; and
(ii) Buyer's representations and warranties set forth in this Agreement shall be true and correct in all material respects as of the Date of Exercise. The foregoing conditions are solely for the benefit of Seller and may be waived only by Seller. Seller shall at all times have the right to waive any condition, which waiver or waivers must be in writing to be effective.
