Exercise Conditions and Procedures Sample Clauses

Exercise Conditions and Procedures. Tenant’s right to exercise the Right of First Refusal with respect to an Offer is subject to the following conditions: (i) that this Lease is in full force and effect on the date Landlord receives the Offer, on the date Landlord receives the ROFR Acceptance Notice (as defined below) with respect to such Offer and on the date Tenant is scheduled to accept possession of the First Refusal Space identified in such Offer; (ii) that an Uncured Event of Default has not occurred on the date Landlord receives the Offer; (iii) that an Uncured Event of Default has not occurred on the date Landlord receives the ROFR Acceptance Notice with respect to such Offer or on the date Tenant is scheduled to accept possession of the First Refusal Space identified in such Offer; (iv) that the Right of First Refusal has not terminated as of the date that Landlord receives the Offer; and (v) that Tenant’s then current financial condition as set forth in its most recent financial statements demonstrates in Landlord’s discretion that Tenant’s Tangible Net Worth is at least equal to its Tangible Net Worth at the time this Lease was executed and delivered by Tenant. Provided that the conditions set forth set forth in clauses (i), (ii), (iii), (iv) and (v) above are satisfied, Landlord shall give notice to Tenant of the terms and conditions of each Offer received prior to the termination of the Right of First Refusal (the “Offer Notice”) which shall include a copy of the acceptable Offer described herein. On or before the date that is five (5) business days after Tenant’s receipt of Landlord’s notice (the “ROFR Acceptance Deadline”) Tenant may, at its option, accept the terms and conditions of such Offer by notifying Landlord of its irrevocable, unconditional exercise of the Right of First Refusal with respect to such Offer (each a “ROFR Acceptance Notice”). Tenant may only exercise its Right of First Refusal with respect to all of the First Refusal Space identified in the Offer Notice. Tenant’s ROFR Acceptance Notice shall include the financial information required by clause (v) above and such other financial information as may be reasonably requested by Landlord. In the event of a failure of any of the conditions set forth hereinabove for the exercise of the Right of First Refusal (including Landlord’s failure to receive a ROFR Acceptance Notice from Tenant on or prior to the ROFR Acceptance Deadline), Tenant shall have no further rights hereunder to lease the First Refusal Space iden...
Sample 1
AutoNDA by SimpleDocs

Related to Exercise Conditions and Procedures

  • Working Conditions The Company will provide the Executive with a private office and secretarial services.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • Standard Operating Procedures Over approximately the past eight years, the Parties have been supplying select Products to one another for use in the operation of their respective businesses within the United States of America, Canada and Mexico. The Parties developed and been following certain standard operating procedures in connecting with, among other topics, forecasting, production planning, ordering, delivering and resolving claims on the Products supplied to one another (the “Current SOPs”). The Parties will be updating their respective business systems over the next six months, and the updates to these business systems will require the Parties to modify the Current SOPs. Once the Parties have completed the updates to the business systems and agreed on the necessary modifications to the Current SOPs, the Parties will sign a written amendment to this Agreement appending the updated standard operating procedures (the “Updated SOPs”). Until the Parties have signed a written amendment appending the Updated SOPs, the parties will continue to follow the Current SOPs. The Parties will comply with the applicable SOPs in connection with the purchase and sale of products identified in a Purchase Schedule. The Parties may add terms and conditions to, and amend the terms and conditions of, the SOP in a Purchase Schedule, but any additional and amended terms and conditions in a Purchase Schedule supplementing and modifying the SOP will only apply the specific products identified in that Purchase Schedule for its duration.

  • Conditions of Exercise Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3.

  • Xxxxx of Option; Conditions Tenant shall have the right to extend the Term (the “Renewal Option”) for one additional period of 5 years commencing on the day following the Termination Date of the initial Term and ending on the 5th anniversary of the Termination Date (the “Renewal Term”), if:

  • Frustration of Conditions Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by the failure of such Party or its Affiliates (or with respect to the Company, any Target Company or Company Stockholder) failure to comply with or perform any of its covenants or obligations set forth in this Agreement.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

  • Release Conditions As used in this Agreement, "Release Conditions" shall mean the following:

  • Compliance with Tender Offer Rules Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and disclosing to the stockholders of the Company a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act; provided that the content of any such disclosure thereunder shall be governed by the terms of this Agreement. Without limiting the foregoing proviso, the Company shall not effect a Change of Recommendation unless specifically permitted pursuant to the terms of Section 6.3(d).

Time is Money Join Law Insider Premium to draft better contracts faster.