Limitation on Exercise of Conversion Rights Sample Clauses

Limitation on Exercise of Conversion Rights. Conversion Rights may be exercised at any time and from time to time to the extent that, upon exercise of the Conversion Rights, the exercising Limited Partner shall not Beneficially Own shares of Common Stock including shares of Common Stock to be issued in connection with the exercise of such Conversion Rights, in excess of the applicable Ownership Limit or existing Holder Limit, as such terms are defined in the Articles of Incorporation of the General Partner (the “Ownership Limit”). For purposes of computing the Ownership Limit as of any date, the Limited Partner shall be deemed to own all shares of Common Stock issuable to the Limited Partner upon the exercise of stock options granted on or before such date under the Stock Incentive Plan. If a Conversion Component Exercise Notice is delivered to the General Partner but, as a result of the Ownership Limit or as a result of restrictions contained in the Articles of Incorporation of the General Partner, the Conversion Rights cannot be exercised in full, the Conversion Component Exercise Notice shall be deemed to be modified such that the Conversion Rights shall be exercised only to the extent permitted under the Ownership Limit in accord with the Articles of Incorporation of the General Partner; with the remainder of such Conversion Rights being deemed to be Sale Rights with the corresponding portion of the Conversion Component Exercise Notice being deemed to be a Sale Component Exercise Notice.
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Limitation on Exercise of Conversion Rights. Conversion Rights may be exercised at any time and from time to time, subject to the limitation contained in Section 12.3 above and as provided herein. To the extent that the delivery of Shares to an Exercising Partner would violate the ownership limitations set forth in the Charter (the "Ownership Limit"), including without limitation the restrictions set forth in Section 6.2.1 of the Charter, the General Partner shall not deliver Shares to such Exercising Partner but may, in its sole and absolute discretion, elect to either (i) pay the Purchase Price to the Exercising Partner in cash, or (ii) refuse, in whole or in part, to accept the Exercise Notice. A Limited Partner may not exercise the Conversion Right for less than 1,000 Partnership Units, or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership Units held by such Partner.
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Limitation on Exercise of Conversion Rights. (a) Conversion Rights may be exercised at any time and from time to time, subject to the limitation contained in Section 11.3 above and as provided herein. If an Exercise Notice is delivered to the General Partner but, as a result of a result of restrictions contained in the Certificate of Incorporation, including any amendment thereto adopted prior to the date hereof or hereafter, of the General Partner, the Conversion Rights cannot be exercised in full (the "Ownership Limit"), the Exercise Notice shall be deemed to be modified such that the Conversion Rights shall be exercised only to the extent permitted under the Certificate of Incorporation, as amended, of the General Partner; with the remainder of such Conversion Rights being deemed to be withdrawn and of no effect.
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Limitation on Exercise of Conversion Rights. (a) Conversion Rights may be exercised at any time and from time to time, subject to the limitation contained in Section 11.3 above and as provided herein. If an Exercise Notice is delivered to the General Partner but, as a result of Restrictions contained in the Certificate of Incorporation, including any amendment, thereto,) adopted prior to the date hereof or hereafter, of the General Partner, the Conversion Rights cannot be exercised in full for Shares (the "Ownership Limit"), the Exercise Notice, if the Purchase Price is to be payable in Shares, shall be deemed to be modified such that the Conversion Rights shall be exercised only to the extent permitted under the Ownership Limit or under other restrictions in the Certificate of Incorporation, as amended, of the General Partner.
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Limitation on Exercise of Conversion Rights. Prior to March 1, 1998, the Holders shall be entitled to exercise conversion rights in accordance with the Certificate of Designations. On and after March 1, 1998, so long as the Company is in compliance in all material respects with its obligations to the holders of the Series G Preferred Stock (including, without limitation, its obligations under this Agreement, the Registration Rights Agreement and the Certificate of Designations), the Buyer and any other holder of shares of Series G Preferred Stock who is bound by this Section 4(f) shall not exercise the conversion rights provided in Section 9(a) of the Certificate of Designations.
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Limitation on Exercise of Conversion Rights. The conversion right of the Class B Members may be exercised at any time and from time to time after the date which is one (1) year after the date of this Agreement, subject to the following limitations:
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Limitation on Exercise of Conversion Rights. Conversion Rights may be exercised at any time and from time to time, subject to the limitations contained in Section 4 above, to the extent that, upon exercise of the Conversion Rights, the number of REIT Shares Beneficially Owned by Limited Partners and/or their Affiliates, in the aggregate, including REIT Shares to be issued in connection with the exercise of such Conversion Rights, shall not exceed twenty-five percent (25%) of the aggregate number of REIT Shares issued and outstanding (the "Ownership Limit"). For purposes of computing the Ownership Limit as of any date, the Limited Partners and their Affiliates shall be deemed to own all REIT Shares issuable to the Limited Partners and their Affiliates upon the exercise of stock options granted on or before such date under the Stock Incentive Plan. If a Conversion Component Exercise Notice is delivered to the REIT but, as a result of the Ownership Limit or as a result of restrictions contained in the Charter, the Conversion Rights cannot be exercised in full, the Conversion Component Exercise Notice shall be deemed to be modified such that the Conversion Rights shall be exercised only to the extent permitted under the Ownership Limit or under the Charter, with the remainder of such Conversion Rights being deemed to be Sale Rights with the corresponding portion of the Conversion Component Exercise Notice being deemed to be a Sale Component Exercise Notice (or being deemed to have been withdrawn to the extent a Sale Component Exercise Notice may not yet have been deliverable pursuant to Section 4(c) above).
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Related to Limitation on Exercise of Conversion Rights

  • Reservation of Stock, Etc., Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.

  • Limitations on Exercise of Option Notwithstanding the foregoing Subsections, in no event may the Option be exercised, in whole or in part, after ten years following the Original Date of Grant, or after the occurrence of an event which results in termination of the Option under the Plan.

  • Limitation on Exercise of Cure Right Notwithstanding anything herein to the contrary, (a) in each four-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, (b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised and (c) the Cure Amount shall be no greater than the amount required for purposes of complying with such covenants.

  • Reservation of Stock Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

  • Limitation on Exercise Notwithstanding the provisions of this Warrant, the Agreement or of the other Transaction Agreements, in no event (except (i) as specifically provided in this Warrant as an exception to this provision, (ii) during the forty-five (45) day period prior to the Expiration Date, or (iii) while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock) shall the Holder be entitled to exercise this Warrant, or shall the Company have the obligation to issue shares upon such exercise of all or any portion of this Warrant to the extent that, after such exercise the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unexercised portion of the Warrants or other rights to purchase Common Stock or through the ownership of the unconverted portion of convertible securities), and (2) the number of shares of Common Stock issuable upon the exercise of the Warrants with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Holder upon such exercise). For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), except as otherwise provided in clause (1) of such sentence. The Holder, by its acceptance of this Warrant, further agrees that if the Holder transfers or assigns any of the Warrants to a party who or which would not be considered such an affiliate, such assignment shall be made subject to the transferee's or assignee's specific agreement to be bound by the provisions of this Section 2.2 as if such transferee or assignee were the original Holder hereof.

  • Non-Exercise of Rights To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.

  • Effect of Exercise of Warrants (a) Upon surrender and payment as aforesaid the shares so subscribed for will be deemed to have been issued and such person or persons will be deemed to have become the Holder or Holders of record of such shares on the date of such surrender and payment, and such shares will be issued at the subscription price in effect on the date of such surrender and payment.

  • Non-Exercise of Right In the event the Exercise Notice is not given to Owner within forty-five (45) days following the date of the Corporation's receipt of the Disposition Notice, Owner shall have a period of thirty (30) days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms and conditions (including the purchase price) no more favorable to such third-party offeror than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Article 2 of this Agreement. To the extent any of the Target Shares are at the time held in escrow under Article 7, the certificates for such shares shall automatically be released from escrow and surrendered to the Owner. The third-party offeror shall acquire the Target Shares free and clear of the Corporation's Repurchase Right under Article 5 and the Corporation's First Refusal Right hereunder, but the acquired shares shall remain subject to (i) the securities law restrictions of Article 2 and (ii) the market stand-off provisions of paragraph 4.4. In the event Owner does not effect such sale or disposition of the Target Shares within the specified thirty (30)-day period, the Corporation's First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by the Owner until such right lapses in accordance with paragraph 6.7.

  • Initial Exercise Price; Exercise of Rights; Detachment of Rights (a) Subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time, to purchase, for the Exercise Price, or its U.S. Dollar Equivalent as at the Business Day immediately preceding the day of exercise of the Right, one Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Corporation or any of its Subsidiaries shall be void.

  • Manner of Exercise of Option (a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares as to which the Option is being exercised and accompanied by payment in full for such Shares. No partial exercise may be made for less than one hundred (100) full Shares of Common Stock. Payment shall be made in accordance with the terms of the Plan. Upon such exercise, delivery of a certificate for paid-up, non- assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not less than thirty (30) and not more than ninety (90) days from the date of receipt of the notice by the Company.

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