Exercise of the AWARD Sample Clauses

Exercise of the AWARD. Except as provided under Sections 3 and 4 of this AGREEMENT, no portion of the AWARD may be exercised until the first anniversary of the date which is approved by the COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date. Thereafter, except as otherwise provided in this AGREEMENT, the AWARD may be exercised as follows: (i) at any time after the first anniversary of the VESTING DATE, as to ________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; (ii) at any time after the second anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; (iii) at any time after the third anniversary of the VESTING DATE, as to an additional _________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise; and (iv) at any time after the fourth anniversary of the VESTING DATE, as to an additional ___________% of the SARs subject to the AWARD (subject to adjustment as provided in Section 11(c) of the PLAN), provided that PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date of exercise. Subject to the other provisions of this AGREEMENT, including Section 4, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPAN...
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Exercise of the AWARD. Except as otherwise provided in this AGREEMENT, the AWARD may be exercised at any time on or after January 31, 2014, as to 100% of the SARs subject to the AWARD, provided that the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date. Subject to the other provisions of this AGREEMENT, including Section 5, if the AWARD becomes vested and exercisable as to certain SARs, it shall remain exercisable as to those SARs until the date of expiration of the AWARD term. The COMMITTEE may, but shall not be required to (unless otherwise provided in this AGREEMENT or the EMPLOYMENT AGREEMENT), accelerate the vesting and exercisability of the AWARD. The grant of the AWARD shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of its subsidiaries or interfere with or limit in any way the right of the COMPANY or any of its subsidiaries to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s governing corporate documents.
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Exercise of the AWARD. To the extent vested, the Award may be exercised at any time prior to its Expiration Date, cancellation or forfeiture, as follows: a. Upon the Participant's Termination of Service for any reason other than Retirement, Disability, death or a Termination of Service contemplated by Section 5(e) following a Change in Control, the then vested portion of the Award shall be exercisable until the earlier of (i) the 90th day after the Participant’s Termination of Service and (ii) the Expiration Date, and to the extent not exercised prior to such date, the Award shall be cancelled. Any portion of the Award that is not vested on the date of Termination of Service (taking into account any accelerated vesting pursuant to Section 3) for any reason other than Retirement shall be cancelled effective as of the date of Termination of Service. b. Upon the Participant’s Termination of Service due to Retirement, except as otherwise provided in Section 5(d) below, any vested portion of the Award as of the date of Termination of Service (or that vests thereafter in accordance with Section 3) shall remain exercisable until the Expiration Date. c. Upon the Participant’s Termination of Service due to Disability, the Award, to the extent vested at the date of the Participant’s Termination of Service, shall continue to be exercisable until the earlier of (i) the third anniversary of the Participant’s Termination of Service and (ii) the Expiration Date, and to the extent not exercised prior to such date, the Award shall be cancelled. Any portion of the Award that is not vested on the date of Termination of Service due to Disability shall be cancelled effective as of the date of Termination of Service. d. Upon the Participant’s death (whether during employment with the Company or during any applicable post-termination exercise period), the Award, to the extent vested at the date of the Participant’s death, shall continue to be exercisable by the beneficiary(ies) designated by the Participant pursuant to Section 13(f) of the Plan until the earlier of (i) the first anniversary of the Participant’s death and (ii) the Expiration Date. Any portion of the Award that is not vested on the date of the Participant’s death (whether during employment with the Company or during any applicable post-termination exercise period) shall be cancelled effective as of the date of death. e. Upon the Participant’s Termination of Service by the Company other than for Cause or by the Participant for Good Reaso...
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Exercise of the AWARD 
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Related to Exercise of the AWARD

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of the Option Each Research Organisation receiving a substantial contribution as referred to under Section 8.5 shall promptly disclose in confidence to the Project Coordinator any Foreground conceived by it in connection with its Activities under the Project. The Project Coordinator shall notify the Industrial Partner(s) with an Option on the Foreground conceived. The Industrial Partner(s) may exercise the Option at any time until the earlier of (i) [1 (one) month] after the date of disclosure by the Project Coordinator or (ii) the completion of the Project, after which period the Option will lapse. An Option may be exercised on one or more occasions in respect of the Foreground that is subject to a separate Option. The Option shall be deemed to be declined in respect of the Industrial Partner that has not informed the Research Organisation owning (part of) such Foreground within the aforesaid term. If the Option is exercised, the Industrial Partner(s) and Research Organisation shall negotiate in good faith for a period of up to 90 (ninety) calendar days, or such longer period as may be agreed upon between the Participants, all necessary commercial arrangements taking into account the stage of development and the relative contribution of the Research Organisation to the Foreground and subject to the minimum conditions set out in Section 8.7. If the Participants fail to reach agreement, the Option shall lapse, and the Research Organisation shall be free to exploit the Foreground. Minimum conditions. Any transfer or license agreement as referred to in Section 8.5 shall at a minimum contain the following conditions: the Industrial Partner(s) shall pay the Research Organisation a fair and reasonable market price in respect of access to or assignment of ownership of the (joint) Foreground. The Industrial Partner(s) is entitled to deduct an amount from the fair market price equal to the value of its contribution under the Project as set out in the Budget; in the case of a license, an anti-shelving clause for the Industrial Partner (i.e. use of commercially reasonable efforts to effectively commercialise or apply the Foreground); a non-exclusive license for the Research Organisation for the use of the Foreground for academic research and teaching purposes; an indemnification obligation by the Industrial Partner to the Research Organisation against any third Participant claims for damages resulting from the use of the Foreground; a warranty from the Industrial Partner(s) to respect the Access Rights of the other Participants granted under this Consortium Agreement with respect to the Foreground pursuant to Section 9.3, including a warranty that these Access Rights will not be affected by a subsequent transfer or license of the Foreground.

  • Exercise of SAR In order to exercise the SAR, the SAR Holder shall submit to the Company an instrument specifying the whole number of Shares in respect of which the SAR is being exercised. Shares will be issued accordingly by the Company within 30 days. The payment upon a SAR exercise shall be solely the number of whole Shares calculated in paragraph (a) above. Fractional Shares shall be rounded down to the nearest whole Share with no cash consideration being paid upon exercise. Anything to the contrary herein notwithstanding, the Company shall not be obligated to issue any Shares hereunder if the issuance of such Shares would violate the provision of any applicable law, in which event the Company shall, as soon as practicable, take whatever action it reasonably can so that such Shares may be issued without resulting in such violations of law.

  • Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the effective date (“Effective Date”) of the Registration Statement (as defined in Section 2.1.1 hereof). The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Option Closing Date”), which will not be later than five (5) full Business Days after the date of the notice or such other time and in such other manner as shall be agreed upon by the Company and the Representative, at the offices of EG&S or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

  • Grant and Exercise of Option Provided that (i) no Default has occurred and is then continuing (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of the Leased Premises throughout the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term for two (2) additional periods of five (5) years each (the "Extension Term(s)"). Each Extension Term shall be upon the same terms and conditions contained in the Lease except (x) this provision giving two (2) extension options shall be amended to reflect the remaining options to extend, if any, and (y) any improvement allowances or other concessions applicable to the Leased Premises under the Lease shall not apply to the Extension Term, and (z) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise each option by delivering to Landlord, no later than twelve (12) months prior to the expiration of the preceding term, written notice of Tenant's desire to extend the Lease Term. Tenant's failure to timely exercise such option shall be deemed a waiver of such option and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than one hundred eighty (180) days prior to the commencement of the Extension Term. Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within thirty (30) days after receipt thereof. If Tenant exercises its option to extend in accordance with the terms hereof, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term within thirty (30) days after Tenant's acceptance (or deemed acceptance) of the Rent Adjustment.