Exercise Restrictions. Subject to any country-specific variations, the vested portion of the Option may be exercised at any time after its applicable Vesting Date and prior to the expiration of the Option, provided that at the time of the exercise all of the conditions set forth in the Plan and in this Agreement have been met. No portion of the Option may be exercised prior to the first anniversary of the Grant Date or after the expiration of the maximum term set forth in Section 3, above.
Exercise Restrictions. BellSouth shall have the right to restrict or otherwise delay the issuance of any Shares purchased or paid under this Agreement until the requirements of any applicable laws or regulations and any stock exchange requirements have been in BellSouth's judgment satisfied in full. Furthermore, any Shares which are issued as a result of purchases or payments made under this Agreement shall be issued subject to such restrictions and conditions on any resale and on any other disposition as BellSouth shall deem necessary or desirable under any applicable laws or regulations or in light of any stock exchange requirements.
Exercise Restrictions. The right of a holder of Repricing Rights to --------------------- exercise such Repricing Rights shall be limited as set forth below.
(i) Notwithstanding anything to the contrary in this Agreement, in no event shall any holder of Repricing Rights be entitled to exercise Repricing Rights to the extent that the receipt of Repricing Common Shares resulting therefrom would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares of Common Stock then held by such holder and shares issuable upon exercise of the Repricing Rights (and other derivative securities) held by such holder after application of this Section. The holder shall have the sole authority and obligation to determine whether the restriction contained in this Section applies and to the extent that the holder determines that the limitation contained in this Section applies, the determination of which Repricing Rights are exercisable shall be in the sole discretion of the holder. The provisions of this Section may be waived by a holder (but only as to itself and not to any other holder) upon not less than 75 days prior notice to the Company. Other holders shall be unaffected by any such waiver.
(ii) Notwithstanding anything to the contrary in this Agreement, in no event shall any holder of Repricing Rights be entitled to exercise Repricing Rights to the extent that the receipt of Repricing Common Shares resulting therefrom would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock, including shares of Common Stock then held by such holder and shares issuable upon exercise of the Repricing Rights (and other derivative securities) held by such holder after application of this Section. The holder shall have the sole authority and obligation to determine whether the restriction contained in this Section applies and to the extent that the holder determines that the limitation contained in this Section applies, the determination of which Repricing Rights are exercisable shall be in the sole discretion of the holder. The provisions of this Section may be waived by a holder (but only as to itself and not to any other holder) upon not less than 75 days prior notice to the Company...
Exercise Restrictions. This Option may, but need not, be exercised in installments, but only within the time periods and subject to the conditions described below. This Option may be exercised only after six months have elapsed after the Grant Date. In no event shall this Option be exercisable on or after the date on which the Original Option would have terminated or at any other time when the Original Option would not have been exercisable.
Exercise Restrictions. Notwithstanding anything to the contrary contained herein, the Holder shall not have the right to exercise this Warrant such that, as the result of such exercise, the number of shares of the Company's Common Stock then beneficially held by the Holder and its affiliates, when aggregated with such Holder for purposes of Section 13(d) of the Exchange Act, would exceed 9.999% of the total number of issued and outstanding shares of the Company's Common Stock. For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
Exercise Restrictions. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by such holder at such time, the number of shares of Common Stock which would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.9% of all of the Common Stock outstanding at such time; provided, however, that upon the Holder providing the Company with at least 61 days’ prior written notice that the Holder waives the limitations contained in this Section 14 with regard to any or all shares of Common Stock issuable upon exercise of this warrant, this Section 14 shall be of no force or effect with regard to all or a portion of the shares of Common Stock referenced in such notice.
Exercise Restrictions. When and if the Company has its common shares registered pursuant to Section 12(g) of the Securities Act of 1934, the, notwithstanding anything to the contrary set forth in this Warrant, in no event shall any holder of this Warrant be entitled to exercise any portion of this Warrant to the extent that such exercise, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such exercise. If any court of competent jurisdiction shall determine that the foregoing limitation is ineffective to prevent the Holder from being deemed the beneficial owner of more than 9.9% of the then outstanding shares of Common Stock, then the Company shall purchase from the Holder such portion of this Warrant (the "Redemption Portion") as is necessary to cause such Holder to be deemed the beneficial owner of not more than 9.9% of the then outstanding shares of Common Stock. Upon such determination by a court of competent jurisdiction and such redemption by the Company, the Redemption Portion shall immediately and without further action be deemed returned to the Seller, subject only to payment in full by the Seller of the Redemption Amount (as defined below) and the Buyer shall have no interest in or rights under such Redemption Portion other than to receive cash in the amount of the Redemption Amount. Such redemption shall be for cash at a redemption price equal to 122.5% of the Exercise Price (the "Redemption Amount") and shall be paid within three (3) business days after the redemption described herein is deemed to have occurred as stated herein.
Exercise Restrictions. Unless the City otherwise agrees in writing, the Occupant shall not be entitled to exercise the Option if:
(a) the Occupant is in default of any of its obligations under the Occupancy Agreement; or
(b) the Occupant has given notice to the City under the Occupancy Agreement electing to vacate the Site before expiry of the Occupancy Period. In addition, following delivery of an Exercise Notice, the Occupant agrees not to give notice to the City under the Occupancy Agreement electing to vacate early, unless the City and the Occupant first agree to appropriate adjustments to the time-linestimelines under this Agreement to ensure the Closing Date occurs before the Occupant vacates the Site.
Exercise Restrictions. Notwithstanding any other provision hereof, no Holder shall exercise these Warrants, if as a result of such conversion the holder would then become a “ten percent beneficial owner” (as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended) of Common Stock. For greater certainty, the Warrants shall not be exercisable by the Holder or redeemed by the Company, if, after giving effect to such exercise, the holder of such securities, together with its affiliates, would in aggregate beneficially own, or exercise control or direction over that number of voting securities of the Company which is 9.99% or greater of the total issued and outstanding voting securities of the Company, immediately after giving effect to such exercise; provided, however, that upon a holder of these Warrants providing the Company with a Waiver Notice that such holder would like to waive the provisions of this paragraph 3 with regard to any or all shares of Common Stock issuable upon exercise of these Warrants, this paragraph 3 shall be of no force or effect with regard to those shares of Common Stock referenced in the Waiver Notice; provided, further, that this provision shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of these Warrants.
Exercise Restrictions. Employee may not submit a First Refusal Notice or a Put Notice to the Company and the Company may not submit a Call Notice to Employee earlier than six months and one day following the date the Shares were acquired by Employee (or any shorter period specified by the Company's outside accountants as sufficient to avoid a charge to the Company's earnings for financial reporting purposes). Such notices may be submitted only during a Semi-Annual Exercise Period. Employee may not submit a First Refusal Notice to the Company if the Company has previously submitted a Call Notice to Employee.
