The Exercise Notice Sample Clauses
The Exercise Notice clause defines the formal process by which a party must notify the other party of its intention to exercise a right or option under the agreement. Typically, this clause specifies the required content of the notice, the method of delivery (such as email or registered mail), and any deadlines or timeframes that must be observed. For example, if a party wishes to exercise an option to purchase shares or terminate a contract early, they must send a written notice in accordance with this clause. The core function of the Exercise Notice clause is to ensure clear communication and procedural certainty, reducing the risk of disputes over whether and how rights have been exercised.
The Exercise Notice. Subject to the terms and conditions of ------------------- this Agreement, the Option shall be exercisable by notice (the "Exercise Notice") and payment to the Company. Each Exercise Notice shall:
(i) state the election to exercise the Option and the number of Option Shares (such number being the "Purchased Shares") in respect of which it is being exercised;
(ii) contain a representation and agreement as to investment intent with respect to the Purchased Shares, and an acknowledgement as to restrictions on resale or transfer of such Shares by reason of the Securities Act of 1933, as amended; and
(iii) be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option.
The Exercise Notice. Subject to the terms and conditions of this Agreement, the Option shall be exercisable by notice (the "Exercise Notice") and payment to the Company. Each Exercise Notice shall:
(i) state the election to exercise the Option and the number of Option Shares (such number being the "Purchased Shares") in respect of which it is being exercised;
(ii) contain a representation and agreement as to investment intent with respect to the Purchased Shares, and an acknowledgement as to restrictions on resale or transfer of such Shares by reason of the Securities Act of 1933, as amended (the "Securities Act"), if the Purchased Shares are not subject to an effective registration statement under the Securities Act; and
(iii) be signed by the Optionee or other person entitled to exercise the Option and, if the Option is being exercised by any person other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person to exercise the Option.
The Exercise Notice. (i) shall state the identity of the options being exercised (by reference to the date of the grant of the option); (ii) shall state the number of shares to be purchased and the purchase price to be paid; and (iii) shall contain representations on behalf of the Optionee that he acknowledges that the Company is selling the shares being acquired by him under a claim of exemption from registration under the Securities Act of 1933 as amended (hereinafter referred to as the "Act"), as a transaction not involving any public offering; that he represents and warrants that he is acquiring such shares with a view to "investment" and not with a view to distribution or resale; and that he agrees not to transfer, encumber or dispose of the shares unless: (A) a registration statement with respect to the shares shall be effective under the Act, together with proof satisfactory to the Company that there has been compliance with applicable state law; or (B) the Company shall have received an opinion of counsel in form and content satisfactory to the Company to the effect that the transfer qualifies under Rule 144 or some other disclosure exemption from registration and that no violation of the Act or applicable state laws will be involved in such transfer, and/or such other documentation in connection therewith as the Company's counsel may in its sole discretion require.