This page contains Exercise Periods clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Exercise Periods. (a) Notwithstanding anything to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term of this Warrant, beginning on ____________, ____ and continuing on the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant shall become fully vested as of the date ____ years from ____
...________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, during the term commencing on ____________, ____ and ending at ____ p.m. PST on ___________, ___ (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction". In the event of an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ____(__) days prior to the consummation of such Initial Public Offering or Corporate Transaction.
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Variations of a "Exercise Periods" Clause from Business Contracts
Exercise Periods.
(a) Notwithstanding anything to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term of this Warrant, beginning on ____________, ____ and continuing on the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant shall become fully vested as of the date ____ years from ____...________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, during the term commencing on ____________, ____ June 29th, 2022 and ending at ____ 5:00 p.m. PST ET on ___________, ___ June 29th, 2023 (the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon Period"). _____________________ 1 Number of Shares equal to 50% of Holder's Subscription Amount divided by the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction". In the event of an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ____(__) days prior to the consummation of such Initial Public Offering or Corporate Transaction. Exercise Price.
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Exercise Periods.
(a) Notwithstanding anything to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term of this Warrant, beginning on ____________, ____ and continuing on the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant shall become fully vested as of the date ____ years from ____...________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, during the term commencing on ____________, ____ the issuance date of this Warrant and ending at ____ 5 p.m. PST California time on ___________, ___ (the __________ __, 2021(the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction". In the event of an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ____(__) days prior to the consummation of such Initial Public Offering or Corporate Transaction. Period").
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Exercise Periods.
(a) Notwithstanding anything Subject to the
contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term terms of this
Warrant, beginning on ____________, ____ and continuing on Award Agreement, the
same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant Option shall become
fully vest...ed as of the date ____ years from ____________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, only at the times and during the term commencing on periods and for the number of Shares set forth below: (a) On or after ___________, but no later than ______________, _____ Shares; (b) On or after____________, but no later than ____________, ____ _____ Shares; and ending at ____ p.m. PST on ___________, ___ (the "Exercise Period"); provided, however, that this Warrant shall (c) On or after____________, but no longer be later than ____________, _____ Shares. Each time period during which the Option is exercisable and become null and void upon the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term set forth above is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be individually referred to herein as a "Corporate Transaction". In an "Exercise Period" and collectively as the event of "Exercise Periods". To the extent not exercised during an Initial Public Offering or Corporate Transaction, Exercise Period, the Option shall expire, and Employee shall have no further rights, and the Company shall notify have no further obligations, under this Award Agreement with respect to such unexercised portion of the Holder at least ____(__) days prior Option. 1 3. Exercise of Option. That portion of the Option that is exercisable may be exercised, in whole or in part, by Employee only so long as Employee remains, on or after the Effective Date, continuously in the employ of the Company or any of its Affiliates, except as otherwise specifically provided by this Award Agreement. At the time of exercise, Employee shall deliver to the consummation Company a written notice duly signed by Employee stating the number of Shares as to which the Option is being exercised at such time, together with payment for the full exercise price of the Option with respect to said Shares: (a) in cash (or certified or bank cashier's check payable to the order of the Company); (b) by delivery of Shares then owned by Employee (such Shares being valued at their Fair Market Value at the time of such Initial Public Offering exercise); (c) by withholding by the Company of Shares from the Shares issuable upon such exercise (such withheld Shares being valued at their Fair Market Value at the time of such exercise); (d) in the discretion of the Committee, by delivery of properly executed irrevocable instructions to a securities broker (or, in the case of pledges, lender) to (i) sell Shares subject to the Option and to deliver promptly to the Company a sufficient portion of the proceeds of such sale transaction on behalf of Employee to pay the exercise price of said Shares or Corporate Transaction. (ii) pledge Shares subject to the Option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company a sufficient portion of the loan proceeds to pay the exercise price of said Shares; (e) by a combination of such methods; or (f) by other means that the Committee deems appropriate; plus, in each case, any applicable withholding tax thereon, whereupon certificates therefor or evidence of book entry Shares will be issued to Employee. The minimum number of Shares which may be purchased at any time by exercise of the Option is 100 Shares unless the number purchased is the total number purchasable under the Option at that time. The Option shall not be exercisable with respect to fractions of a Share. No exercise or failure to exercise as to a portion of the Shares shall preclude a later exercise or exercises as to additional portions during the applicable Exercise Period.
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Exercise Periods.
(a) Notwithstanding anything to the contrary contained herein, this Warrant shall only be exercisable with respect to those Shares which have vested as of the date of exercise. One eight (1/8th) of the Shares shall vest and become exercisable each quarter during the term of this Warrant, beginning on ____________, ____ and continuing on the same day each quarter thereafter, such that all of the Shares issuable pursuant to this Warrant shall become fully vested as of the date ____ years from ____...________, ____; provided that if that certain ____________ Agreement by and between the Company and Holder dated as of ____________, ____ is terminated, the Shares will cease vesting and the Warrant shall only be exercisable with respect to those Shares which have vested as of such termination. Fractional share numbers resulting from the calculations required pursuant to the foregoing sentence shall be rounded down to the nearest whole number of shares. (b) This Warrant shall be exercisable, in whole or in part, during the term commencing on ____________, ____ the issuance date of this Warrant and ending at ____ 5 p.m. PST California time on ___________, ___ (the ___________________the "Exercise Period"); provided, however, that this Warrant shall no longer be exercisable and become null and void upon the earlier of (a) the consummation of the Company's sale of its Common Stock or other securities in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (an "Initial Public Offering"), (b) the consummation of a Deemed Liquidation Event, as such term is defined in the Company's current Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, (c) __months after the Consulting Agreement terminates or (d) five (5) years after the date of issuance. For purposes of this Warrant, any of the transactions described in subsection (b) shall be referred to herein as a "Corporate Transaction". In the event of an Initial Public Offering or Corporate Transaction, the Company shall notify the Holder at least ____(__) days prior to the consummation of such Initial Public Offering or Corporate Transaction. Period").
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