Optionee’s Obligations. The Optionee is obligated during the Option Period:
(a) to keep the Property in good standing by the doing and filing of all necessary work and by the doing of all other acts and things and making all other payments which may be necessary in that regard and, in doing so, to conduct all work on or with respect to the Property, in a manner consistent with good mining practice and in compliance with all applicable laws and instruments governing the Property;
(b) to keep the Property free and clear of all Encumbrances arising from its operations hereunder (except liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Optionee) and will proceed with all diligence to contest and discharge any such lien that is filed;
(c) to permit the directors, officers, employees and designated consultants and agents of the Optionor, at their own risk, access to the Property at all reasonable times, provided that the Optionor will indemnify the Optionee against and save it harmless from all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee, designated consultant or agent of the Optionor while on the Property except to the extent that any such costs, claims, liabilities or expenses result from the Optionee’s gross negligence or wilful misconduct;
(d) if requested by the Optionor, to deliver to the Optionor quarterly reports on or before 30 days following the end of each quarter, or such shorter period of time as reasonably required by the Optionor to address any disclosure requirements as mandated under applicable securities laws, disclosing any significant technical data learned or obtained in connection with work in respect of the Property, as well as a breakdown of Expenditures incurred in carrying out such work;
(e) if requested by the Optionor, to deliver to the Optionor reports for annual periods, disclosing any significant technical data learned or obtained in connection with work in respect of the Property, as well as a breakdown of Expenditures incurred in carrying out such work, on or before 60 days following the Optionee’s financial year end; and
(f) to maintain true and correct books, accounts and records of Expenditures.
Optionee’s Obligations. The Optionee acknowledges that the Options constitute additional consideration for the obligations set forth in any applicable employment agreement, any applicable written Company policy or any other agreement executed between the Company and the Optionee (the “Obligations”). By executing this Award Agreement the Optionee reaffirms the Obligations. All unexercised Options shall expire as of the date of any material breach of the “Obligations,” as reasonably determined by the Plan Administrator.
Optionee’s Obligations. During the Option Period, 1283750 will be responsible for all Operations conducted at the Property. Without limiting the generality of the foregoing, 1283750 shall:
(a) keep all data in respect of the Property in good order and will provide such data to the Optionors immediately upon the Termination Date, if it occurs;
(b) carry out any and all works at the Property in a manner consistent with sound exploration practices for such activities, complying with all the applicable laws and regulations;
(c) report any significant results from Operations to the Optionors as soon as available;
(d) perform and file with the Mineral Titles Branch of the Ministry of Energy, Mines and Low Carbon Innovation, all Operations that qualify as assessment work or make payments in lieu thereof and pay such rentals, taxes, maintenance fees or other payments (except liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Optionors), and do all such other things as may be necessary to maintain the Property and related assets in good standing including, without limitation, staking and re-staking mining concessions, and applying for additional Mineral Rights and Other Rights;
(e) keep the Property free of all Encumbrances (other than those, if any, in effect on the Effective Date or the creation of which is permitted by this Agreement) arising out of the carrying out of Operations on the Property and, in the event of any Encumbrance being filed as mentioned, proceed with diligence to contest or discharge it;
(f) allow the Optionors or their designates, at their own risk, reasonable access to the Property to review Operations carried out on the Property, provided the Optionors agree to indemnify 1283750 against and to save 1283750 harmless from all costs, claims, liabilities and expenses that 1283750 may incur or suffer as a result of any injury (including injury causing death) to the Optionors or their designates while on the Property;
(g) prosecute and defend, but not to initiate without the consent of the Optionors, all litigation or administrative proceedings arising out of any activities on the Property or relating to the Property, provided that any Party may join in the prosecution or defence at its own expense. The Parties shall approve in advance any settlement arising out of such litigation or administrative proceedings, involving payments, commitment or obligations in excess of $10,000 cash value;
(h) arrange for and maintain workers’ co...
Optionee’s Obligations. In addition to any other obligations of Optionee contained in this Agreement, on or before one (1) business day prior to the Closing Date, Optionee hereby covenants and agrees to deposit with Escrow Holder the following:
8.2.1 The Closing Payment;
8.2.2 Executed (and acknowledged, where required) counterpart originals of the General Assignment (hereinafter defined), the Memorandum of Agreement, and the Lease attached hereto as Exhibit E; and
8.2.3 All other documents and sums required hereunder or otherwise reasonably required by Escrow Holder or the Title Company to be deposited by Optionee to carry out the Closing of the Escrow in accordance with this Agreement.
Optionee’s Obligations. At or before the scheduled Close of Escrow, Optionee shall deposit into Escrow funds in the amount of the Purchase Price and shall deliver to Escrow Holder such evidence of Optionee’s authority to enter into and close this transaction as Escrow Holder may require.
Optionee’s Obligations. Optionee has performed all its obligations under this Agreement to be performed by Optionee prior to the Close of Escrow and has delivered to Escrow Agent all of its Closing Documents.
Optionee’s Obligations. So long as Optionee is a director, employee or consultant of the Company or a Subsidiary, Optionee shall faithfully and to the best of his or her ability devote such time (subject to bona fide absences), energy and skill to the service of the Company or such Subsidiary and to the promotion of its interests as may be necessary to fulfill Optionee's obligations to the Company or such Subsidiary, in accordance with the regular policies and practices of, or any written agreement between Optionee and, the Company or such Subsidiary. Nothing herein shall limit the right of Optionee or the Company to terminate Optionee's employment with Company at any time.
Optionee’s Obligations. The Optionee acknowledges that the Options constitute 172 additional consideration for the obligations set forth in any applicable employment agreement, 173 any applicable written Company policy or any other agreement executed between the Company 174 and the Optionee (the “Obligations”). By executing this Award Agreement the Optionee 175 reaffirms the Obligations. All unexercised Options shall expire as of the date of any material 176 breach of the “Obligations,” as reasonably determined by the Plan Administrator. 177 178 4. Miscellaneous. 179 180 (a) Nontransferability of Option. 181
Optionee’s Obligations. As of the Close of Escrow, Optionee shall have timely performed all of the material obligations required to be performed by Optionee under this Agreement.
Optionee’s Obligations. In the event that, (i) pursuant to Section 8.2 of the Amended and Restated Master Investors Rights Agreement, dated as of January 6, 2014 (as the same may be amended from time to time, the “MIRA”), the stockholders of the Company are obligated to participate in a Sale of the Company (hereinafter defined), and (ii) the Company delivered written notice to the Optionee of such proposed Sale of the Company (a “Proposed Sale”), then
(i) if such transaction requires stockholder approval, to vote (in person, by proxy or by action by written consent, as applicable) all shares owned by the Optionee or over which the Optionee has voting control, in favor of, and adopt, such Sale of the Company (together with any related amendment to the certificate of incorporation of the Company required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;
(ii) if such transaction is a Stock Sale (hereinafter defined), to sell the same proportion of shares of capital stock of the Company (“Shares”) beneficially held by the Optionee as is being sold by the Significant Securityholders to the Person to whom the Significant Securityholders propose to sell their Shares, and, except as permitted in Section 15(b) below, on the same terms and conditions as the Significant Securityholders;
(iii) to execute and deliver reasonable and customary instruments of conveyance and transfer, stockholder consents, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents which, in each case, are also executed and delivered by the Significant Securityholders;
(iv) not to deposit, and to cause their Affiliates not to deposit, any Shares owned by the Optionee in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company;
(v) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;
(vi) if the consideration to be paid in exchange for the Shares pursuant to the Sale of the Company includes any securities, the Company may cause to be paid to the Optionee, in lieu thereof, against surrender of the Shares which wou...
