Subject to Sections. 6.1 and 6.2, the Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions for the Code, and that it will maintain such treatment, and that it will notify the Fund and the Underwriter immediately upon having a reasonable basis of believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company will bear all costs, expenses (including but not limited to reasonable legal fees) in connection with any issue arising under this Section 6.3.
Subject to Sections. 18.1(a) and (b), Owner may assign all of its rights, title and interest in and to or arising out of or in connection with this EPC Contract as security for financing of the Project for benefit of Lender(s), provided, however, that any such assignment shall not relieve Owner of any obligation hereunder.
Subject to Sections. 16.5 and 16.6 any Disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a panel of three arbitrators appointed in accordance with the said Rules, save that the third arbitrator, who will act as president of the arbitral tribunal, shall not be appointed by the International Court of Arbitration, but by the two arbitrators which have been appointed by either of the Parties in accordance with Article 12 para 4 of said Rules.
Subject to Sections. 16.1, this Agreement, and each of the Parties’ respective rights and obligations hereunder, shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective permitted successors and assigns.
Subject to Sections. 2.1 and 2.7 hereof, the option granted hereunder shall vest in the Participant in the following manner:
(a) one-quarter of the option on the first anniversary of the day immediately preceding the date hereof, being August 1, 1995;
(b) one-quarter of the option on the second anniversary of the day immediately preceding the date hereof, being August 1, 1996;
(c) one-quarter of the option on the third anniversary of the day immediately preceding the date hereof, being August 1, 1997; and
(d) one-quarter of the option on the fourth anniversary of the day immediately preceding the date hereof, being August 1, 1998; and, except as provided by Section 6.1, the Participant shall only be entitled to exercise this option in the amounts set out above and from and after the dates so specified.
Subject to Sections. 2.1 and 2.7 hereof, the option granted hereunder shall vest in the Participant in the following manner:
(a) one-quarter of the option on the first anniversary of the day immediately preceding the date hereof, being March 15, 1994;
(b) one-quarter of the option on the second anniversary of the day immediately preceding the date hereof, being March 15, 1995;
(c) one-quarter of the option on the third anniversary of the day immediately preceding the date hereof, being March 15, 1996; and
(d) one-quarter of the option on the fourth anniversary of the day immediately preceding the date hereof, being March 15, 1997;
Subject to Sections and 3.2.4 below, during the Demand Period any Holder or combination of Holders (the "Demanding Shareholders") owning 50% or more of the Registrable Securities may deliver to the Client a written request (a "Demand Registration Request") that the Client register any or all of such Demanding Shareholders' Registrable Shares.
Subject to Sections. 4.2 and 6 hereof and to the Plan, the Option shall vest and become exercisable as follows:
(i) as to 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the first anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the Grant Date and ending on the first anniversary of the Grant Date;
(ii) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the second anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the first anniversary of the Grant Date and ending on the second anniversary of the Grant Date;
(iii) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the third anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the second anniversary of the Grant Date and ending on the third anniversary of the Grant Date;
(iv) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the fourth anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the third anniversary of the Grant Date and ending on the fourth anniversary of the Grant Date; and
(v) as to an additional 20% of the aggregate number of Shares subject to the Option set forth in Section 1 of this Agreement, on the fifth anniversary of the Grant Date, subject to the satisfaction of performance goals established by the Committee in respect of the period beginning on the fourth anniversary of the Grant Date and ending on the fifth anniversary of the Grant Date; provided, however, that in the event that any portion of the Option subject to any of clauses (i) through (v) of this Section 4.1 does not become exercisable during the period set forth therein, such portion of the Option shall be carried forward for vesting during future one-year periods commencing immediately following the fifth anniversary of the Grant Date subject to the satisfaction of performance goals established by the Committee in respect of such one-year periods; provided, further, that no more than 20% of the agg...
Subject to Sections. 4.2 and 6 hereof and to the Plan, the Option shall vest and become exercisable as follows:
Subject to Sections. 5.9(h) and (i) hereof, notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, subject to Sections 5.9(h) and (i) hereof, at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;
