Common use of Effect of Statutory or Regulatory Restraints on Repurchase Clause in Contracts

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase), Issuer shall promptly so notify Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this prohibition, Holder or Owner, as the case may be, may, within 5 days of receipt of this notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder with respect to the Option, a new Agreement evidencing the right of Holder to purchase that number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to Holder, and/or (b) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such owner. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder may exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all of the Option Repurchase Price.

Appears in 8 contracts

Samples: Stock Option Agreement (American Stores Co /New/), Stock Option Agreement (Albertsons Inc /De/), Stock Option Agreement (Albertsons Inc /De/)

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Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory regula- tory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchasesuch repur chase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four 2 business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may exercise the Option at least until 120 for 180 days after such date upon which Issuer is no longer prohibited from delivering all a notice of the Option Repurchase Pricerevocation has been issued pursuant to this Section 9(c).

Appears in 4 contracts

Samples: Stock Option Agreement (SBC Communications Inc), Stock Option Agreement (SBC Communications Inc), Agreement and Plan of Merger (SBC Communications Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To ---------------------------------------------------------- the extent that, upon or following the delivery giving of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify Holder or Owner, as the case may be, Grantee in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, Grantee the portion of the Option Repurchase Price and or the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four 2 business days after the date on which it is no longer so prohibited; provided, -------- however, that upon notification by Issuer in writing of this such prohibition, Holder or Owner, as the case may be, ------- Grantee may, within 5 days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, Grantee that portion of the Option Repurchase Price and/or or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder Grantee, as appropriate, (A) with respect to the Option, a new Agreement stock option agreement evidencing the right of Holder Grantee to purchase that number of shares of Common Stock Option Shares for which the surrendered Agreement stock option agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to HolderGrantee, and/or or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerGrantee. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder Grantee may give notice of exercise of the Option for 180 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 3 contracts

Samples: Stock Option Agreement (Nationsrent Inc), Stock Option Agreement (Nationsrent Inc), Stock Option Agreement (Rental Service Corp)

Effect of Statutory or Regulatory Restraints on Repurchase. To the ---------------------------------------------------------- extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such this Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase), Issuer shall promptly so notify Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this prohibition, Holder or Owner, as the case may be, may, within 5 days of receipt of this notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder with respect to the Option, a new Agreement evidencing the right of Holder to purchase that number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to Holder, and/or (b) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such owner. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder may exercise the Option at least until 120 180 days after such the date upon which Issuer is no longer prohibited from delivering all of the Option Repurchase Price.

Appears in 2 contracts

Samples: Stock Option Agreement (Microcide Pharmaceuticals Inc), Stock Option Agreement (Microcide Pharmaceuticals Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such this Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase), Issuer shall promptly so notify Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this prohibition, Holder or Owner, as the case may be, may, within 5 five days of receipt of this notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder with respect to the Option, a new Agreement evidencing the right of Holder to purchase that number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to Holder, and/or (b) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such owner. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder may exercise the Option at least until 120 150 days after such the date upon which Issuer is no longer prohibited from delivering all of the Option Repurchase Price.

Appears in 2 contracts

Samples: Stock Option Agreement (Kroger Co), Stock Option Agreement (Kroger Co)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer Grantor is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes Grantor will undertake to use its all commercially reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer Grantor shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer Grantor is no longer prohibited from delivering, within four two business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer Grantor in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from IssuerGrantor, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer Grantor shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer Grantor is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may give notice of exercise of the Option for 180 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Capital Re Corp), Stock Option Agreement (Capital Re Corp)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such this Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase), Issuer shall promptly so notify Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this prohibition, Holder or Owner, as the case may be, may, within 5 days of receipt of this notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder with respect to the Option, a new Agreement evidencing the right of Holder to purchase that number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to Holder, and/or (b) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such owner. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder may exercise the Option at least until 120 150 days after such the date upon which Issuer is no longer prohibited from delivering all of the Option Repurchase Price.

Appears in 2 contracts

Samples: Stock Option Agreement (Fred Meyer Inc), Stock Option Agreement (Fred Meyer Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Noticerepurchase notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice repurchase notice (and Issuer hereby undertakes will undertake to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four two business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from Issuer, revoke in writing its Repurchase Noticerepurchase notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may give notice of exercise of the Option for 135 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 2 contracts

Samples: Stockholder Agreement (Premark International Inc), Stock Option Agreement (Premark International Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery giving of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify Holder or Owner, as the case may be, Grantee in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, Grantee the portion of the Option Repurchase Price and or the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four 2 business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, Holder or Owner, as the case may be, Grantee may, within 5 days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, Grantee that portion of the Option Repurchase Price and/or or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder Grantee, as appropriate, (A) with respect to the Option, a new Agreement stock option agreement evidencing the right of Holder Grantee to purchase that number of shares of Common Stock Option Shares for which the surrendered Agreement stock option agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to HolderGrantee, and/or or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerGrantee. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder Grantee may give notice of exercise of the Option for 180 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 2 contracts

Samples: Stock Option Agreement (Bp Amoco PLC), Stock Option Agreement (Atlantic Richfield Co /De)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes will undertake to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four two business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Agreement stock option agreement evidencing the right of the Holder to purchase that number of shares of Common Stock Shares for which the surrendered Agreement stock option agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may give notice of exercise of the Option for 180 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 2 contracts

Samples: Stock Option Agreement (Reliastar Financial Corp), Stock Option Agreement (Ing Groep Nv)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase)Notice, Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four five business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent extent, of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may exercise the Option at least until 120 for 90 days after such date upon which Issuer is no longer prohibited from delivering all a notice of the Option Repurchase Pricerevocation has been issued pursuant to this Section 9(c).

Appears in 1 contract

Samples: Stock Option Agreement (Republic Automotive Parts Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation (including, without limitation, Section 33-684 of the Connecticut Business Corporation Act) from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes will undertake to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four two business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Agreement stock option agreement evidencing the right of the Holder to purchase that number of shares of Common Stock Shares for which the surrendered Agreement stock option agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may give notice of exercise of the Option for 180 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 1 contract

Samples: C Stock Option Agreement (American International Group Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase)Notice, Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four five business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such -------- prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent extent, of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may exercise the Option at least until 120 for 90 days after such date upon which Issuer is no longer prohibited from delivering all a notice of the Option Repurchase Pricerevocation has been issued pursuant to this Section 9(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc)

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Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery giving of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify Holder or Owner, as the case may be, Grantee in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, Grantee the portion of the Option Repurchase Price and or the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four 2 business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, Holder or Owner, as the case may be, Grantee may, within 5 days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, Grantee that portion of the Option Repurchase Price and/or or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder Grantee, as appropriate, (A) with respect to the Option, a new Agreement stock option agreement evidencing the right of Holder Grantee to purchase that number of shares of Common Stock Option Shares for which the surrendered Agreement stock option agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to HolderGrantee, and/or or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerGrantee. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder Grantee may give notice of exercise of the Option for 180days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 1 contract

Samples: Stock Option Agreement (Amoco Corp)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereofportion) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four 2 business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this prohibition, the Holder or Owner, as the case may be, may, within 5 days of receipt of this notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) deliver to the Holder, as appropriate, (a) deliver to Holder with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (b) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may exercise the Option at least until 120 for 180 days after such date upon which Issuer is no longer prohibited from delivering all a notice of the Option Repurchase Pricerevocation has been issued pursuant to this Section 9(c).

Appears in 1 contract

Samples: Stock Option Agreement (American Disposal Services Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory xxxxxx xxxx and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchasesuch repur chase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four 2 business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may exercise the Option at least until 120 for 180 days after such date upon which Issuer is no longer prohibited from delivering all a notice of the Option Repurchase Pricerevocation has been issued pursuant to this Section 9(c).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Southern New England Telephone Co)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory regula tory and legal approvals and to file any required notices rexxxxxx xxxxces as promptly as practicable in order to accomplish this repurchasesuch repur chase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four 2 business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may exercise the Option at least until 120 for 180 days after such date upon which Issuer is no longer prohibited from delivering all a notice of the Option Repurchase Pricerevocation has been issued pursuant to this Section 9(c).

Appears in 1 contract

Samples: Stock Option Agreement (Southern New England Telecommunications Corp)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation (including, without limitation, ss. 33-684 of the Connecticut Business Corporation Act) from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes will undertake to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four two business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Agreement stock option agreement evidencing the right of the Holder to purchase that number of shares of Common Stock Shares for which the surrendered Agreement stock option agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may give notice of exercise of the Option for 180 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 1 contract

Samples: 2 Stock Option Agreement (HSB Group Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To ---------------------------------------------------------- the extent that, upon or following the delivery giving of a Repurchase Notice, Issuer DHT is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer DHT hereby undertakes to use its commercially reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer DHT shall promptly immediately so notify Holder or Owner, as the case may be, Cerner in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, Cerner the portion of the Option Repurchase Price and or the Option Share Repurchase Price that Issuer DHT is no longer prohibited from delivering, within four business days 2 Business Days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer DHT in writing of this such prohibition, Holder or Owner, as the case may be, Cerner may, within 5 10 days of receipt of this such notification from IssuerDHT, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer DHT shall promptly (i) deliver to Holder or Owner, as the case may be, Cerner that portion of the Option Repurchase Price and/or or the Option Share Repurchase Price that Issuer DHT is not prohibited from delivering; and (ii) (a) deliver to Holder Cerner, as appropriate, (A) with respect to the Option, a new Agreement stock option agreement evidencing the right of Holder Cerner to purchase that number of shares of Common Stock Option Shares for which the surrendered Agreement stock option agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to HolderCerner, and/or or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerCerner. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder Cerner may give notice of exercise of the Option for one year after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 1 contract

Samples: Stock Option Agreement (Dynamic Healthcare Technologies Inc)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes will undertake to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this such repurchase), Issuer shall promptly immediately so notify the Holder or Owner, as the case may be, in writing and thereafter deliver or cause to be delivered, from time to time, to the Holder or Owner, as the case may be, the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four two business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this such prohibition, the Holder or Owner, as the case may be, may, within 5 five days of receipt of this such notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to the Holder or Owner, as the case may be, that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder the Holder, as appropriate, (A) with respect to the Option, a new Stock Option Agreement evidencing the right of the Holder to purchase that number of shares of Common Stock for which the surrendered Stock Option Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to the Holder, and/or (bB) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerthe Holder. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, the Holder may give notice of exercise of the Option for 180 days after a notice of revocation has been issued pursuant to this Section 9(c) and thereafter exercise the Option at least until 120 days after such date upon which Issuer is no longer prohibited from delivering all in accordance with the applicable provisions of the Option Repurchase Pricethis Agreement.

Appears in 1 contract

Samples: Stock Option Agreement (Union Carbide Corp /New/)

Effect of Statutory or Regulatory Restraints on Repurchase. To the extent that, upon or following the delivery of a Repurchase Notice, Issuer is prohibited under applicable law or regulation from repurchasing the Option (or a portion thereof) and/or any Option Shares subject to such Repurchase Notice (and Issuer hereby undertakes to use its reasonable best efforts to obtain all required regulatory and legal approvals and to file any required notices as promptly as practicable in order to accomplish this repurchase), Issuer shall promptly so notify Holder or Owner, as the case may be, Grantee in writing and thereafter deliver or cause to be delivered, from time to time, to Holder or Owner, as the case may be, Grantee the portion of the Option Repurchase Price and the Option Share Repurchase Price that Issuer is no longer prohibited from delivering, within four business days after the date on which it is no longer so prohibited; provided, however, that upon notification by Issuer in writing of this prohibition, Holder or Owner, as the case may be, Grantee may, within 5 days of receipt of this notification from Issuer, revoke in writing its Repurchase Notice, whether in whole or to the extent of the prohibition, whereupon, in the latter case, Issuer shall promptly (i) deliver to Holder or Owner, as the case may be, Grantee that portion of the Option Repurchase Price and/or the Option Share Repurchase Price that Issuer is not prohibited from delivering; and (ii) (a) deliver to Holder Grantee with respect to the Option, a new Agreement evidencing the right of Holder Grantee to purchase that number of shares of Common Stock for which the surrendered Agreement was exercisable at the time of delivery of the Repurchase Notice less the number of shares as to which the Option Repurchase Price has theretofore been delivered to Holder, and/or (b) deliver to the owner of Option Shares, with respect to its Option Shares, a certificate for the Option Shares as to which the Option Share Repurchase Price has not theretofore been delivered to such ownerGrantee. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the time limitations on the exercise of the Option, Holder Grantee may exercise the Option at least until 120 days six months after such the date upon which Issuer is no longer prohibited from delivering all of the Option Repurchase Price.

Appears in 1 contract

Samples: Stock Option Agreement (Blue Wave Systems Inc)

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