Limitation of Exercise Sample Clauses

Limitation of Exercise. The Options shall not be exercisable unless the offer and sale of the shares of Common Stock subject thereto have been registered under the 1933 Act and qualified under applicable state “blue sky” laws, or the Company has determined that an exemption from registration under the 1933 Act and from qualification under such state “blue sky” laws is available.
Sample 1Sample 2Sample 3See All (13)
AutoNDA by SimpleDocs
Limitation of Exercise. The Warrantholder shall have no right to exercise this Warrant, and the Company shall have no obligation to effect any exercise of this Warrant, to the extent that after giving effect to any exercise of this Warrant, such exercise would or would reasonably be expected to (a) cause the Warrantholder, its affiliates or any of their partners or principals to (i) “control” the Company or be required to become a bank holding company, in each case, pursuant to the BHC Act, its implementing regulations or the terms of any commitment made to the Federal Reserve by the Warrantholder or its affiliates; or (ii) serve as a source of financial strength to the Company pursuant to the BHC Act; or (b) require the Warrantholder, its affiliates or any of their partners or principals to have made any advance filing with, obtained any approval, authorization consent, permit or license of, or provided notice to, any Governmental Entity under Law (which such filing has not been made, or approval, authorization, consent, permit or license has not been obtained or such notice has not been duly provided), including the expiration of any waiting periods associated therewith (including any extensions thereof).
Sample 1Sample 2Sample 3See All (6)
Limitation of Exercise. Notwithstanding anything to the contrary herein, If Employee is then a person subject to Section 16 of the Securities Exchange Act of 1934, as amended, with respect to securities of the Company, the Option may not be exercised prior to the expiration of six months from the date of grant hereof. 4. STATUS OF STOCK The Company intends to register for issue under the Securities Act of 1933, as amended ("The Act"), the Shares of Stock acquirable pursuant to the Notice, and to keep such registration effective throughout the period the Notice Is in effect. In the absence of such effective registration or an available exemption from registration under the Act, delivery of Shares of Stock acquirable pursuant, to the Notice shall be delayed until registration of such Shares Is effective or an exemption from registration under the Act Is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available, Employee (or Employee's estate or personal representative in the event of the Employee's death or incapacity), If requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. No sale or disposition of Shares of Stock acquired pursuant to the Notice by Employee who is an Affiliate shall be made In the absence of an effective registration statement with respect to such Shares under the Act unless an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute a violation of the Act or any other applicable securities laws Is first obtained. In the event that Employee proposes to sell or otherwise dispose of Shares of Stock In such a manner that an exemption from the registration requirements of the Act is unavailable for such sale or disposition, and upon request to the Company by Employee, the Company, at its sole cost and expense, shall cause a registration statement to be prepared and filed with respect to such sale or disposition by Employee and shall use its best efforts to have such registration statement declared effective, and, in connection therewith, shall execute and deliver such documents as shall be necessary, including without limitation, agreements providing for the indemnification of underwriters for any loss or damage incurred in connection with such sale or disposition. The cer...
Sample 1
Limitation of Exercise. No one may exercise an ANSO after the later of the periods set forth in the Section EXPIRATION OF ANSO. The remaining provisions of LIMITATION OF EXERCISE under the Option Agreement are incorporated herein as to limits on exercise and are applicable to the ANSO.
Sample 1
Limitation of Exercise. Options shall not be exercisable unless the offer and sale of the Common Stock subject to the Options has been registered under the Securities Act, or the Company has determined that an exemption from registration under the Securities Act is available.
Sample 1
Limitation of Exercise. The Participant may not exercise the Options granted for a period of one year from the date of grant. Subsequent to the first anniversary date of the grant of an Option, the Partici- pant may exercise the Option to the extent of fifty (50%) percent thereof and the full amount on and after the second anniversary of the grant of the Option; provided, however, that any termination by permanent disability, death or Change in Control will entitle the Participant or his Successor to exercise the Option in full to the extent the Participant did not initiate and cause any such Change in Control. No one may exercise an Option after the later of the periods set forth in the Section EXPIRATION OF OPTION.
Sample 1
Limitation of Exercise. The Warrantholder shall have no right to exercise this Warrant, and the Company shall have no obligation to effect any exercise of this Warrant, to the extent that after giving effect to any exercise of this Warrant, such exercise would or would reasonably be expected to (a) cause the Warrantholder, its affiliates or any of their partners or principals to (i) control the Company or be required to become a bank holding company, in each case, pursuant to the BHC Act, its implementing regulations or the terms of any commitment made to the Federal Reserve by the Warrantholder or its affiliates; or (ii) serve as a source of financial
Sample 1
AutoNDA by SimpleDocs

Related to Limitation of Exercise

  • Duration of Exercisability The installments provided for in Section 3.1 are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable under Section 3.3.

  • Manner of Exercise (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!