Exercise Restriction Clause Samples
The Exercise Restriction clause limits when and how certain rights, such as options or contractual privileges, can be exercised by a party. Typically, this clause may specify time frames, conditions, or events that must occur before the right can be used, such as requiring a waiting period or the achievement of specific milestones. Its core practical function is to prevent premature or inappropriate use of contractual rights, thereby protecting the interests of the parties and ensuring orderly execution of the agreement.
Exercise Restriction. Notwithstanding anything herein to the contrary, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, and any such exercise shall be null and void and treated as if never made, to the extent, and only to the extent, that:
(i) after giving effect to such exercise, the number of Warrant Shares then beneficially owned by the Holder and its Affiliates and any other Persons or entities whose beneficial ownership of Common Stock or other Capital Stock that is convertible or exercisable into Common Stock, for purposes of Section 13(d) of the Exchange Act, would be aggregated with the Holder’s (including any shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to exchange, convert, exercise or purchase similar to the limitation set forth herein) would exceed 9.99% of the total number of Common Stock issued and outstanding; except that Holder may increase such threshold upon 61 days’ notice to the Company; provided, that if any Warrant Shares otherwise due to Holder pursuant to an exercise of this Warrant are not delivered as a result of the limitation in this Section 3(f)(i) (the “Excess Shares”) then the Company’s obligation to deliver such Excess Shares will not be extinguished, and the Company will deliver such Excess Shares as soon as reasonably practicable after the Holder provides written confirmation to the Company that such delivery will not contravene the limitation in this Section 3(f)(i); or
(ii) such issuance, when aggregated with any other Capital Stock theretofore or simultaneously therewith issued (including all of the transactions as contemplated under the Transaction Agreements) to or otherwise beneficially owned by the Holder and its Affiliates and any other Persons or entities whose beneficial ownership of Capital Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (including any shares held by any “group” of which the Holder is a member) would result in a “change of control” of the Company within the meaning of Nasdaq Listing Rule 5635(b) or otherwise require shareholder approval under Nasdaq Listing Rule 5635(d); except that such limitation under this clause (ii) shall not apply in the event that the Company obtains all necessary shareholder approval...
Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant, in whole or in part, if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder and its affiliates at such time, when aggregated with all other shares of Common Stock beneficially owned by the Holder and its affiliates at such time, result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 12 hereof) (the “Waiver Notice”) that the Holder would like to waive Section 5 of this Warrant with regard to any or all shares of Common Stock for which this Warrant is exercisable, this Section 5 shall be of no force or effect with regard to those shares referenced in the Waiver Notice.
Exercise Restriction. Between the date you sign this Agreement and the Effective Time, you agree not to exercise any Options, in whole or in part, or transfer any Options or any portion thereof.
Exercise Restriction. Notwithstanding anything to the contrary in the Award Agreement, due to legal restrictions in India, the Awardee will not be permitted to pay the Option price by the cashless sell-to-cover method of exercise such that a certain number of shares of Common Stock subject to the exercised Option are sold immediately upon exercise and the proceeds of the sale remitted to the Company to cover the aggregate Option price, any Tax-Related Items and any broker’s fees or commissions and following the procedures established by the External Administrator. The Company reserves the right to provide the Awardee with this method of payment depending on the development of local law.
Exercise Restriction. Notwithstanding anything to the contrary set forth in this Warrant, at no time may the Holder exercise this Warrant, in whole or in part, if the number of shares of Common Stock to be issued pursuant to such exercise would cause the number of shares of Common Stock beneficially owned by the Holder and its affiliates at such time, when aggregated with all other shares of Common Stock beneficially owned by the Holder and its affiliates at such time, result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of Common Stock outstanding at such time; provided, however, that upon the Holder providing the Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the "Waiver Notice") that the Holder would like to waive Section 5 of this Warrant with regard to any or all shares of Common Stock for which this Warrant is exercisable, this Section 5 shall be of no force or effect with regard to those shares referenced in the Waiver Notice. 行权限制。不论本期权书有任何相反规定，持有人不得全部或部分行使本期权，如果因该行权发行的普通股股数将导致持有人及其关联方当时享有实益（按照经修订的1934年证券交易法第13节(d)及其下的规定来确定）的普通股股数和所有当时享有实益的普通股的其他股份之和超过当时已发行的普通股的股份的9.99%；但是，如果持有人提前六十一（61）天（按照第13节的规定）通知发行人（“弃权通知”）其将就任何或所有本期权可转普通股的股份放弃本期权书第5节的规定，本第5节将对于弃权通知所涉及的该等股权无效。
Exercise Restriction. The Principal Stockholder hereby agrees not to exercise any of its Warrants from the date of this Agreement until the earlier of (i) termination of this Agreement or (ii) consummation of the Merger; provided that the Principal Stockholder may exercise its Warrants if it immediately sells the Shares received pursuant to such exercise in a transaction that complies with Section 3.2(a) hereof.
Exercise Restriction. The following supplements the Grant Notice and Section 3 of the Option Agreement. You must comply at the time of exercise with applicable laws and regulations of India, including but not limited to the Foreign Exchange Management Act, 1999 of India and the rules, regulations and amendments thereto (“FEMA”). To this end, you will not be permitted to pay the exercise price by a "sell to cover" arrangement where you sell some, but not all, of the shares purchased on exercise of the option (although the Company reserves the right to allow such method of payment depending on the development of local law). In addition, you may be required on exercise of your option to immediately sell all shares purchased on exercise in order to facilitate any required repatriation of proceeds in connection with your shares of Common Stock issued on exercise of your option.
Exercise Restriction. SHAREHOLDER MAY NOT EXERCISE THIS OPTION DURING THE FIRST YEAR FOLLOWING THE CLOSING DATE UNLESS AN EVENT OCCURS THAT CONSTITUTES REASONABLE CAUSE (as herein defined).
Exercise Restriction. The Holder hereby agrees, acknowledges and confirms that the Holder may not exercise the Warrant, and may not purchase any shares of Common Stock upon exercise thereof, unless and until the stockholders of the Company, at a duly and properly called meeting of stockholders or by written consent in lieu of a meeting, approve either an increase in the number of authorized shares of Common Stock of the Company by at least 50 million shares or a reverse stock split of the Common Stock of the Company at a ratio of at least 1 for every 2 outstanding shares (the “Approval”). The foregoing restriction shall supersede any provisions in the Warrant regarding the exercisability of such Warrant, and such restriction shall not terminate, lapse or expire unless and until either the Approval is obtained, or the Company and the Holder mutually agree in writing to the termination, lapse or expiration of such restriction.
Exercise Restriction. In order to give effect to the possible reduction in the Applicable Number pursuant to the adjustments set forth in subsection (a) or subsection (b) of such definition, the Holder agrees that, prior to the earlier to occur of (i) a Change of Control or Organic Change and (b) the fifth (5th) anniversary of the Date of Issuance, the Holder shall only have the right to exercise this Warrant for the Restricted Applicable Number.