Common use of Special Limitation on Exercise Clause in Contracts

Special Limitation on Exercise. Notwithstanding anything contained ------------------------------ herein to the contrary, no purported exercise of the Option shall be effective without the written approval of the Corporation, which approval may be withheld if the exercise of this Option, together with the exercise of other previously exercised stock options and/or offers and sales pursuant to any prior or contemplated offering of securities, would, in the sole and absolute judgment of the Corporation, require the filing of a registration statement with the United States Securities and Exchange Commission, or with the securities commission of any state. The Corporation shall avail itself of any exemptions from registration contained in applicable federal and state securities laws which are reasonably available to the Corporation on terms which, in its sole and absolute discretion, it deems reasonable and not unduly burdensome or costly. If the Option cannot be exercised at the time it would otherwise expire due to the restrictions contained in this Section 4.10, the Exercise Period may, upon request of Optionee, be extended for successive one-year periods until it can be exercised in accordance with this Section 4.10. Any attempt by Optionee to exercise the Option that is not effective due to the restrictions contained in this Section 4.10 shall be deemed to be a request for a one-year extension period under the preceding sentence. Optionee shall deliver to the Corporation, prior to the exercise of the Option, such information representations, and warranties as the Corporation may reasonably request in order for the Corporation to be able to satisfy itself that the Option Shares to be acquired pursuant to the exercise of the Option is being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws.

Appears in 7 contracts

Samples: Non Qualified Stock Option Agreement (Gorges Quik to Fix Foods Inc), Qualified Stock Option Agreement (Gorges Quik to Fix Foods Inc), Qualified Stock Option Agreement (Gorges Quik to Fix Foods Inc)

AutoNDA by SimpleDocs

Special Limitation on Exercise. Notwithstanding anything contained ------------------------------ herein to the contrary, no purported exercise of the Option shall be effective without the written approval of the CorporationCompany, which approval may be withheld if the exercise of this Option, together with the exercise of other previously exercised stock options and/or offers and sales pursuant to any prior or contemplated offering of securities, would, in the sole and absolute judgment of the CorporationCompany, require the filing of a registration statement with the United States Securities and Exchange Commission, or with the securities commission of any state. The Corporation Company shall avail itself of any exemptions from registration contained in applicable federal and state securities laws which are reasonably available to the Corporation Company on terms which, in its sole and absolute discretion, it deems reasonable and not unduly burdensome or costly. If the Option cannot be exercised at the time it would otherwise expire due to the restrictions contained in this Section 4.103.12, the Exercise Period exercise period may, upon request of Optionee, be extended for successive one-year periods until it can be exercised in accordance with this Section 4.10. Any attempt by Optionee to exercise the Option that is not effective due to the restrictions contained in this Section 4.10 shall be deemed to be a request for a one-year extension period under the preceding sentence3.12. Optionee shall deliver to the CorporationCompany, prior to the exercise of the Option, such information information, representations, and warranties as the Corporation Company may reasonably request in order for the Corporation Company to be able to satisfy itself that the Option Shares to be acquired pursuant to the exercise of the Option is are being acquired in accordance with the terms of an applicable exemption from the securities registration requirements of applicable federal and state securities laws.

Appears in 4 contracts

Samples: Non Qualified Stock Option Agreement (Florafax International Inc), Non Qualified Stock Option Agreement (Gerald Stevens Inc/), Non Qualified Stock Option Agreement (Florafax International Inc)

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