Exercise of a right Clause Samples
The 'exercise-of-a-right' clause defines the process and conditions under which a party may invoke or utilize a specific right granted under an agreement. Typically, this clause outlines the required steps, such as providing written notice or meeting certain deadlines, that a party must follow to properly exercise their right. For example, it may specify how a party can exercise an option to renew a contract or demand performance of an obligation. The core function of this clause is to ensure clarity and predictability in how rights are exercised, reducing the risk of disputes over whether a right was properly invoked.
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Exercise of a right. Each of the Rights outstanding after such adjustment of the number of Rights shall be exercisable for the number of one one-hundredths of a share of Preferred Stock for which such Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 8(i), the Company shall, as promptly as practicable, cause to be distributed to holders of record of Right Certificates on such record date Right Certificates evidencing, subject to Section 11, the additional Rights to which such holders shall be entitled as a result of such adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Right Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Right Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein (and may bear, at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Right Certificates on the record date specified in the public announcement.
Exercise of a right. A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.
Exercise of a right. (a) The single or partial exercise or waiver by a party of a right does not:
(i) prevent or prejudice the following:
(A) any other exercise of the right;
(B) the exercise of another right; and
(ii) amount to a waiver of the following:
(A) an obligation of another party;
(B) a breach of an obligation of another party.
(b) The delay by a party in the exercise of a right does not:
(i) prevent or prejudice the following:
(A) the exercise of the right;
(B) any other exercise of the right;
(C) the exercise of another right; and
(ii) amount to a waiver of the following:
(A) an obligation of another party;
(B) a breach of an obligation of another party.
(c) A party is not liable for a cost of another party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
Exercise of a right. In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be the Fair Market Value thereof determined in accordance with Section 11(d) hereof. Shares of Preferred Stock owned by or held for the account of the Company shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such rights or warrants are not so issued, the Exercise Price shall be adjusted to be the Exercise Price which would then be in effect if such record date had not been fixed.
(c) If the Company shall fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend payable in Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or convertible securities, subscription rights or warrants (excluding those referred to in Section 11(b)), the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one one-thousandth of a share of Preferred Stock on such record date, less the Fair Market Value (as determined pursuant to Section 11(d) hereof) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such convertible securities, subscription rights or warrants applicable to one one-thousandth of a share of Preferred Stock and the denominator of which shall be the Fair Market Value (as determined pursuant to Section 11(d) hereof) per one one-thousandth of a share of Preferred Stock; provided, however, that in no event shall the consideration to be paid upon the exercise of a Right be less than the aggregate par value of the shares of stock of the Company issuable upon exercise of a Right. Such adjustments shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Exercise Price shall again be adjusted t...
Exercise of a right. If a party has a right stated to be exercisable at its absolute discretion (or stated with words to that effect) then that party may exercise that right:
(a) as it sees fit in its sole and absolute discretion acting solely in its own interests and for any reason or purpose,
(b) without and irrespective of, any assessment, investigation, consultation, process, consideration or other step; and
(c) without giving any reason. Its decision to exercise that right:
(a) is final and conclusive (although it does not ▇▇▇▇▇▇ the party itself);
(b) must not be regarded as a representation by the party, of anything else apart from the fact that the right has been exercised. There is no basis on which its decision to exercise that right, or the manner in which it has arrived at that decision, can be questioned or challenged. The exercise of the right is not a waiver or admission and the other rights of the party do not merge in the exercise of the right. Rights to which this applies include but are not limited to any right that is in substance or form - a right of termination, a right of variation, a right to exercise an option, a right of expulsion, a right to make a determination, or a right (whether or not stated as a right) to give or withhold any consent or approval. This does not limit any:
(c) express requirement or restriction that is stated in this document in relation to the exercise of that right, such as a requirement regarding the manner in which notice of the exercise of the right must be given (but there is no such other requirement or restriction except as may be stated), or
(d) statutory obligation or requirement in relation to or limiting the exercise of that right, to the extent that it is not permissible or possible to exclude or limit the statutory obligation or requirement.
Exercise of a right a) A party may exercise a right: