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.

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.

Special Limitation on Exercise. 8.1 Shares shall not be issued under the this Agreement unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company's securities may then be traded. Further, Shares shall not be issued under this Agreement unless the issuance and delivery of such Shares comply with all applicable restrictions imposed under the Bank Holding Company Acts, as amended, and the rules and regulations promulgated thereunder. No Options under this Agreement shall be granted to an Eligible Optionee Director who is otherwise precluded from receiving a grant of the Company's equity securities. In the event the remaining number of shares of Stock reserved for issuance under the Plan are insufficient to grant Options for the appropriate number of shares of Stock to all Eligible Optionee Directors as of any grant date, then no Options shall be granted as of that grant date. 8.2 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 to the exercise of this Optionextent that its exercise, either individually or in the aggregate 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 violate the filing provisions 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.8.1