Exercise Conditions. Vested Options may be excised at any time during the Exercise Period, subject to the terms and conditions of this Award Agreement and the Plan. Notwithstanding the foregoing, the Participant’s ability to exercise any or all Vested Options on or after the Participant’s Termination of Service or Substantial Reduction of Service shall be contingent upon the Participant’s execution, compliance and non-revocation of a Separation and Release Agreement approved by the Company whereby the Participant releases the Company from any and all liability and claims of any kind.
Exercise Conditions. During the Exercise Period, where Party A deems it necessary and the laws of the P.R.C. at that time permits to purchase the equities or assets of Party C, Party A may immediately exercise the Equity Purchase Option or the Assets Purchase Option, and purchase the Object Equities or Object Assets. Party A shall have the right to choose to exercise either the Equity Purchase Option or the Assets Purchase Option; and the exercise of the Equity Purchase Option will not affect the exercise of the Assets Purchase Option and vice versa.
Exercise Conditions. During the Exercise Period, where Party A deems it necessary and the law of the PRC at that time permits to purchase the equities or assets of Party C, Party A may immediately exercise the Equity Purchase Option or the Assets Purchase Option, and purchase the Object Equities or Object Assets. Party A shall have the right to choose to exercise either the Equity Purchase Option or the Assets Purchase Option; and the exercise of the Equity Purchase Option will not affect the exercise of the Assets Purchase Option and vice versa.
3.1 Exercise price for Equity Purchase Option ("Exercise Price for Equity Purchase Option") For Party A to exercise the Equity Purchase Option, the purchase price of the Object Equities shall be negotiated based on the appraisal by an assets evaluation institution mutually agreed upon by Party A and the Kingold Shareholders. If the applicable PRC laws imposes other restrictions on the purchase price of the Object Equities or otherwise amends the applicable law at the time when Party A exercise the Equity Purchase Option, all Parties agree that the purchase price shall be set at the lowest price permitted by the applicable laws.
3.2 Exercise price for Assets Purchase Option ("Exercise Price for Assets Purchase Option") For Party A to exercise the Assets Purchase Option, the purchase price of the Object Assets shall be negotiated based on the appraisal by an assets evaluation institution mutually agreed upon by Party A and Party C If the applicable PRC laws impose other restrictions on the purchase price of the Object Assets or otherwise amends the applicable law at' the time when Party A exercise the Assets Purchase Option, all Parties agree that the purchase price shall be set at the lowest price permitted by the applicable laws.
Exercise Conditions. The exercise of this Warrant is subject to the satisfaction of at least one of the following conditions:
(a) the Company’s completion of an equity and/or debt offering that shall have resulted in net proceeds to the Company, after the payment of all expenses related thereto, that would enable the Company to have sufficient capital to commence commercial production of the Company’s Mount Hope Project and to cover costs and expenditures during the construction period (the “Funding”); all as reasonably determined by the Company’s Board of Directors promptly following the Funding; or
(b) the Company providing the Holder with notice regarding a Fundamental Change (as defined in Section 6 below), which notice shall be delivered on the same date that the Fundamental Change occurs (by no later than 9:00 am eastern standard time) (the “Special Notice”) in which case the Holder will be given the opportunity to exercise all or any part of this Warrant on the same day of, and immediately prior to, consummation of the Fundamental Change. Promptly following the determination by the Company’s Board of Directors that the Funding has been completed, the Company shall provide notice to the Holder that such determination has been made.
Exercise Conditions. A Stock Option expires and ceases to be exercisable on the 90th day after you cease to be an employee of the Company, except as otherwise provided in this Agreement. If your employment with the Company is terminated (voluntarily or involuntarily), you may exercise your Stock Option, to the extent it was exercisable on the date of termination, within 90 calendar days following the date of termination. If you die or cease to be an employee of the Company because of a Disability at a time when you are entitled to exercise a Stock Option, the Stock Option will continue to be exercisable, to the extent it was exercisable on the date of your death or Disability, for one year after your death or Disability by you or your guardian (in the case of Disability) or your heir or personal representative (in the case of death). Notwithstanding the foregoing, the Stock Option is never exercisable after the Expiration Date stated in the heading of this Agreement. The Stock Option will be exercisable after your death, Disability, or termination of employment only to the extent that it was exercisable on the date when you ceased to be an employee of the Company. The Board of Directors shall decide to what extent bona fide leaves of absence for illness, temporary disability, military or governmental service, or other reasons will constitute an interruption of continuous employment that results in your ceasing to be an employee of the Company. The award of the Stock Option to you does not create or extend any right for you to continue to serve as an officer or employee of the Company, to participate in any other stock option or employee benefit plan of the Company, or to receive the same benefits as any other employee; nor does it restrict in any way the right of the Company to terminate at any time your employment with it either at will or as provided in any written employment agreement between you and the Company.
Exercise Conditions. Upon fulfilment of the Exercise Conditions (defined as subparagraphs a, b, c and d below), Assignor shall exercise the Purchase Option in accordance with the terms of the Lease, and provided that none of the events referenced in Section 1(a)(i), (ii), (iii) or (iv) have occurred, Assignee is irrevocably obligated to purchase the Property from Landlord in accordance with the Lease. The Exercise Conditions consist of:
(a) Assignee’s delivery to Assignor, within five (5) business days after final execution of this Agreement, the sum of Five Hundred Thousand Dollars ($500,000.00) in immediately available funds (the “Cloud Deposit”), which shall in no event be refundable to Assignee except (i) upon default by Assignor as provided herein, (ii) upon a breach by Landlord of (A) its obligation to consent to assignment of the Purchase Option to Assignee pursuant to that Amendment to Office Lease between Landlord and Assignor dated November 25, 2020, or (B) its obligation to convey the Property to Assignee following its consent to the Conditional Assignment pursuant to Section 4(c) below, (iii) the failure of the Assignor and Assignee to have agreed upon the terms of the Conditional Assignment or to have entered into the Side Agreement, in each case, on or before December 14, 2020, or (iv) upon failure of the Cloud Assignment Conditions. At the WI/Cloud Closing (as defined herein), Assignor shall deliver the Cloud Deposit to the Escrow Agent who shall apply the Cloud Deposit to the Purchase Price;
(b) A fully executed and complete copy of the operating agreement for Assignee has been delivered to Assignor;
(c) A signed loan commitment letter or term sheet, addressed to Assignee, providing for funding of the Purchase Price (subject to any borrower equity requirements), on terms acceptable to Assignee has been delivered to Assignor (the “Acquisition Finance Terms”); and
(d) Assignor and Assignee shall have executed a new lease on terms mutually acceptable, for the existing building on the Property (“Existing Building”), having a minimum 15-year term. If the Exercise Conditions are not satisfied in full, by 5 o’clock p.m. on November 29, 2020, Assignor shall have no obligation hereunder to exercise the Purchase Option or to assign the Purchase Option to Assignee in which event this Agreement shall be terminated and the parties shall have no further rights or obligations hereunder.
Exercise Conditions. The exercise of this Stock Option is subject to:
(a) the existence of Continuous Service at the date of exercise of the said Stock Option in accordance with this Agreement and Plan (subject to the provisions of Section 6 below), and
(b) the Company having obtained the marketing approval from US Food and Drug Administration (U.S. FDA) of Viaskin Peanut. This condition shall be determined by the Board of Directors (the “Performance Condition”).
Exercise Conditions. The Company's exercise of the Put Option is subject to the following conditions:
(i) The Put Option shall in each case be exercised by the Company with respect to each of the purchasers simultaneously, in equal proportions, in increments of not less than $100,000 total Put Exercise Price of Option Shares per each Put Option exercise.
(ii) The Company shall be entitled to require the Purchasers to purchase shares of Series F Preferred Stock at the Put Exercise Price of $4.00 per Series F Option Share if, and only if, at the time of the exercise of the Put Option: (A) The Company has satisfied the Performance Criteria specified in Section 4(e) (the "Performance Criteria"); and
Exercise Conditions. The BSA Air will entitle the Investor to subscribe to a variable number of ordinary shares of the Company, determined in accordance with the principles and conditions set out below. The Nominal Value will be adjusted, if necessary, to take into account any consolidation or division of the Shares that may occur between the issuance and the exercise of the BSA Air.
Exercise Conditions. The Exercise Conditions shall have occurred.
