Contingent Exercise Clause Samples
A contingent-exercise clause defines the conditions under which a party may exercise certain rights or options only if specific events or circumstances occur. In practice, this means that the ability to take an action—such as purchasing additional shares, extending a contract, or triggering a payment—depends on the fulfillment of predefined triggers, like achieving a milestone or the occurrence of an external event. The core function of this clause is to allocate rights or obligations in a way that is responsive to future uncertainties, ensuring that actions are only taken when justified by agreed-upon contingencies.
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Contingent Exercise. At the election of the Warrantholder, an exercise may be made contingent upon the closing of the sale of the shares issuable upon such exercise in a public offering pursuant to a registration statement filed or to be filed by the Company which registers such shares pursuant to the Securities Act of 1933, as amended
Contingent Exercise. The number of shares that may be purchased pursuant to the exercise of this Warrant is limited to a number of shares equal to 36.9% multiplied by the number of shares purchased pursuant to the exercise of the ▇▇▇▇▇ Warrants after the date hereof. To the extent that this would result in the right to purchase a fractional number of shares, the number of shares permitted to be purchased will be rounded down to the lowest whole share; PROVIDED, however, that the number of shares with respect to which this Warrant shall not then have been exercised will appropriately reflect such adjustment.
Contingent Exercise. In the event that Holder shall be exercising the Warrant as of the closing of a Company Sale or Initial Public Offering, the Holder may, in such Holder's sole discretion and by written instruction delivered with the notice of exercise in accordance with Section 2(a), make such exercise, in whole or in part, contingent upon the occurrence of such closing and effective immediately prior thereto.
Contingent Exercise. In connection with a Drag-Along Sale, a Tag-Along Sale or a Piggyback Registration (as such terms are defined in the Stockholders Agreement) (in each case a “Sale”), the Company shall deliver a notice informing the Participant of such Sale (a “Sale Notice”) prior to the date of consummation of the Sale. During the period from the date on which the Sale Notice is delivered to the date specified in the Sale Notice, the Participant shall have the right to exercise the Options in accordance with the Plan, provided, that such exercise shall be contingent upon and subject to the consummation of the Sale, and, if the Sale does not take place within a specified period after delivery of the Sale Notice for any reason whatsoever, the exercise pursuant thereto shall be null and void.
Contingent Exercise. Each holder shall have the right to exercise its Warrants contingent upon and subject to the effectiveness of a registration statement relating to the shares of Common Stock available to be purchased upon exercise of such holder's Warrants.
Contingent Exercise. In the event of the exercise of this Warrant in connection with an initial primary public offering or the sale of substantially all of the Corporation’s assets or equity or a merger or consolidation to which the Corporation is a party, the exercise hereof may be conditioned, at the election of the exercising holder which shall be clearly evidenced in its notice of exercise, on the successful consummation of such event and in the event that such event is not consummated within ninety (90) days following delivery of the holder’s exercise notice, the notice of exercise may be withdrawn upon written notice from the exercising holder to the Corporation whereupon all exercise documentation and this Warrant shall be returned to the exercising holder and all of its rights hereunder shall be reinstated as if no notice of exercise had been delivered.
Contingent Exercise. 7 Article 5 ADJUSTMENT OF THE AMOUNT OF COMMON STOCK ISSUABLE AND THE EXERCISE PRICE UPON EXERCISE.................................. 8 5.1 Adjustment for Change in Capital Stock................................ 8 5.2 Distributions......................................................... 8
Contingent Exercise. LSG hereby agrees to purchase the Shares pursuant to the Option Agreement upon the closing date of the IPO. The Corporation agrees to give LSG ten (10) days advance notice of its estimate of the closing date of the IPO. Within two (2) days of such notice, LSG agrees to pay to the Corporation One Hundred Fifty Thousand Dollars ($150,000), which amount the parties acknowledge is the option price and full consideration for the Shares (the "Option Price").
Contingent Exercise. If the exercise of the Warrant is contingent, as permitted by Section 1(a) of the Warrant, the Holder shall attach to this Exercise Notice the conditions of such exercise.
Contingent Exercise. If you wish to exercise any of your Options (including any Options subject to acceleration) now through a contingent exercise, you must complete and return the attached contingent exercise election form to ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ at the Company not later than 1:00 p.m. Pacific Daylight Time on Thursday, April 2, 2009. If you exercise your Options by the contingent exercise method, you will receive shares of Hifn Common Stock. However, these shares will not have the opportunity to be tendered in the Offer. You will receive the Mixed Consideration in exchange for your shares of Hifn Common Stock. Unvested Options subject to acceleration may only be exercised on a contingent basis. If the exercise price of your Option exceeds the April 2nd Price, you will not receive any shares of Hifn Common Stock for your Option, using the contingent exercise method.