Limitation of Exercise. The Options shall not be exercisable unless the offer and sale of the shares of Common Stock subject thereto have been registered under the 1933 Act and qualified under applicable state “blue sky” laws, or the Company has determined that an exemption from registration under the 1933 Act and from qualification under such state “blue sky” laws is available.
Limitation of Exercise. 1 Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise (or other issuance), the total number of Ordinary Shares then beneficially owned by the Holder and its Affiliates and any other persons whose beneficial ownership of Ordinary Shares would be aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 4.99%2 (the "Maximum Percentage") of the total number of issued and outstanding Ordinary Shares (including for such purpose the Warrant Shares issuable upon such exercise). For purposes of this Warrant, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. By written notice to the Company, the Holder may waive the provisions of this Section or increase or decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such waiver or increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such waiver or increase or decrease will apply only to the Holder and not to any other holder of Warrants. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. Upon the written request of the Holder, the Company shall within three (3) Business Days confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Ordinary Shares was reported. 1 This provision is only for Purchasers beneficially owning less than 5% of the Company’s Ordinary Shares on the Closing Date. 2 Any Holder may require the inclusion of this provision with a 9.99% Maximum Percentage.
Limitation of Exercise. The Warrantholder shall have no right to exercise this Warrant, and the Company shall have no obligation to effect any exercise of this Warrant, to the extent that after giving effect to any exercise of this Warrant, such exercise would or would reasonably be expected to (a) cause the Warrantholder, its affiliates or any of their partners or principals to (i) “control” the Company or be required to become a bank holding company, in each case, pursuant to the BHC Act, its implementing regulations or the terms of any commitment made to the Federal Reserve by the Warrantholder or its affiliates; or (ii) serve as a source of financial strength to the Company pursuant to the BHC Act; or (b) require the Warrantholder, its affiliates or any of their partners or principals to have made any advance filing with, obtained any approval, authorization consent, permit or license of, or provided notice to, any Governmental Entity under Law (which such filing has not been made, or approval, authorization, consent, permit or license has not been obtained or such notice has not been duly provided), including the expiration of any waiting periods associated therewith (including any extensions thereof).
Limitation of Exercise. Notwithstanding anything to the contrary herein, If Employee is then a person subject to Section 16 of the Securities Exchange Act of 1934, as amended, with respect to securities of the Company, the Option may not be exercised prior to the expiration of six months from the date of grant hereof. 4. STATUS OF STOCK The Company intends to register for issue under the Securities Act of 1933, as amended ("The Act"), the Shares of Stock acquirable pursuant to the Notice, and to keep such registration effective throughout the period the Notice Is in effect. In the absence of such effective registration or an available exemption from registration under the Act, delivery of Shares of Stock acquirable pursuant, to the Notice shall be delayed until registration of such Shares Is effective or an exemption from registration under the Act Is available. The Company intends to use its best efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available, Employee (or Employee's estate or personal representative in the event of the Employee's death or incapacity), If requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. No sale or disposition of Shares of Stock acquired pursuant to the Notice by Employee who is an Affiliate shall be made In the absence of an effective registration statement with respect to such Shares under the Act unless an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute a violation of the Act or any other applicable securities laws Is first obtained. In the event that Employee proposes to sell or otherwise dispose of Shares of Stock In such a manner that an exemption from the registration requirements of the Act is unavailable for such sale or disposition, and upon request to the Company by Employee, the Company, at its sole cost and expense, shall cause a registration statement to be prepared and filed with respect to such sale or disposition by Employee and shall use its best efforts to have such registration statement declared effective, and, in connection therewith, shall execute and deliver such documents as shall be necessary, including without limitation, agreements providing for the indemnification of underwriters for any loss or damage incurred in connection with such sale or disposition. The cer...
Limitation of Exercise. No one may exercise an ANSO after the later of the periods set forth in the Section EXPIRATION OF ANSO. The remaining provisions of LIMITATION OF EXERCISE under the Option Agreement are incorporated herein as to limits on exercise and are applicable to the ANSO.
Limitation of Exercise. The Participant may not exercise the Options granted for a period of one year from the date of grant. Subsequent to the first anniversary date of the grant of an Option, the Partici- pant may exercise the Option to the extent of fifty (50%) percent thereof and the full amount on and after the second anniversary of the grant of the Option; provided, however, that any termination by permanent disability, death or Change in Control will entitle the Participant or his Successor to exercise the Option in full to the extent the Participant did not initiate and cause any such Change in Control. No one may exercise an Option after the later of the periods set forth in the Section EXPIRATION OF OPTION.
Limitation of Exercise. Options shall not be exercisable unless the offer and sale of the Common Stock subject to the Options has been registered under the Securities Act, or the Company has determined that an exemption from registration under the Securities Act is available.
