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 exercising 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.
Conditions to Exercise of Options. If a Registration Statement on Form S-8 (or any successor Form) is not effective as to the shares of Common Stock issuable upon exercise of the Options, the remainder 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 such person’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 underlying 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 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. 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. 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 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. The options granted to the Borrower in this ARTICLE IV shall be exercisable only in the event and to the extent the Issuer shall have the right and option to redeem all or a portion of the Bonds in accordance with the Indenture.
Conditions to Exercise of Options. (a) 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 Employee, his 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.
Conditions to Exercise of Options. Certain conditions to exercise --------------------------------- of the foregoing options are setforth in paragraph 39 of the Lease.
