Special California Provisions. Guarantor waives:
Special California Provisions. Anything contained in this Stock Option Agreement or the Plan to the contrary notwithstanding, in order for the grant or exercise of this Option to be exempt from the securities laws of the State of California, the following provisions apply in the event that the Optionee is a resident of State of California: (i) the total number of shares issuable upon exercise of all outstanding Stock Incentives under the Plan plus the total number of shares issuable under any other stock option, stock bonus or similar plan of the Company shall not exceed thirty percent (30%) of the then outstanding shares of capital stock of the Company, measured on an as converted to common basis, unless a percentage higher than thirty percent (30%) is approved by at least two-thirds of the Company's outstanding capital stock; (ii) the Company hereby represents that the Exercise Price of this Option is at least 85% of the Fair Market Value of a share of Common Stock (110% of Fair Market Value of a share of Common Stock if the Participant owns more than 10% of the combined voting power of all classes of stock of the Company); (iii) Optionee shall receive the annual financial statements of the Company in accordance with Section 260.140.46 of Title 10 of the California Code of Regulations; and (iv) Optionee shall be delivered a copy of the Plan with this Stock Option Agreement.
Special California Provisions. The Borrower and each Guarantor, with the advice of competent California counsel, by executing this Amendment and executing any other Loan Papers in connection herewith, freely, irrevocably and unconditionally:
Special California Provisions. To the extent California law applies:
Special California Provisions. (a) PREPAYMENT. BY INITIALING BELOW, BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT, PURSUANT TO THE TERMS OF THIS NOTE, IT HAS AGREED THAT IT HAS NO RIGHT TO PREPAY THE NOTE EXCEPT AS EXPRESSLY PERMITTED IN THE LOAN AGREEMENT AND THAT IT SHALL BE LIABLE FOR THE PAYMENT OF THE PREPAYMENT CHARGES FOR PREPAYMENT OF THIS NOTE UPON ACCELERATION OF THIS NOTE IN ACCORDANCE WITH ITS TERMS. FURTHER, BY INITIALING BELOW, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE, AND EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN IN RELIANCE ON THE AGREEMENTS AND WAIVER OF XXXXXXER AND THAT LENDER WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVER OF BORROWER. Borrower Initials: __________
Special California Provisions. Solely with respect to Property located in the State of California, the following provisions shall control and be binding to the extent of any inconsistencies with the other terms and conditions of this Agreement only if a court of competent jurisdiction shall disregard the choice of law provision contained herein and determine that California law shall govern the terms hereof:
Special California Provisions. 34 -ii- THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING dated as of APRIL 19, 2002 (the or this "DEED OF TRUST"), is from THE CHALONE WINE GROUP, LTD., a California corporation (the "COMPANY"), having its principal office at 621 Airpark Road, Napa, California 94558, to North American Title Xxxxxxx ("XXXXXXX'), xxx xxx xxxefit of C66PERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK INTERNATIONAL, NEW YORK BRANCH, in its capacity as Collateral Agent for the ratable benefit of the Secured Parties under and pursuant to that certain Intercreditor and Collateral Agency Agreement (together with its permitted successors and assigns, the "COLLATERAL AGENT') whose post office address is 245 Park Avenue, New York, New York 10167. XXXXXXXX:
Special California Provisions. The terms, conditions and provisions of this Section 6.13, if any, shall apply solely to the portion of the security herein described which is located in California and shall govern, control and take precedence with respect to such portion of the security:
Special California Provisions. 6.1 In the event that (and only in the event that) any court of competent jurisdiction determines that, notwithstanding the terms and provisions of Section 5.3 hereof, the laws of the State of California shall govern in any respect the interpretation or enforcement of all or any portion of this Guaranty, then the following terms and provisions of this Article VI shall apply:
Special California Provisions
