EXERCISE OF THE OPTIONS Sample Clauses
EXERCISE OF THE OPTIONS. (a) Subject to the provisions of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Options at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that Options may be exercised with respect to whole Shares only; and provided further that Options may not be exercised at any one time as to fewer than 100 Shares (or such number of Shares as to which the Options are then exercisable if such number is less than 100). In no event shall the Options be exercisable on or after the Expiration Date.
(b) In accordance with Section 3(a) hereof, the Options may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Options are being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (i) in cash, (ii) by certified check or bank draft payable to the order of the Company, (iii) by tendering Shares which have been owned by the Optionee for at least six months (and which are not subject to any pledge or other security interest), (iv) by having Shares with a Fair Market Value on the date of exercise equal to the Exercise Price sold by a broker-dealer or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender or sold by a broker-dealer is at least equal to the Exercise Price. In the event that the broker-assisted cashless exercise procedure is elected, the Optionee shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 hereof.
(c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Option may be exercised prior to the completion of any registration or qualification of such Shares under applica...
EXERCISE OF THE OPTIONS. The Option to purchase the Option Shares shall be exercisable upon the terms and conditions hereinafter set forth: Subject to the terms and conditions of this Agreement, the Option to purchase the Option Shares shall be exercisable by Optionee upon delivery of notice to the Corporation (the "Exercise Notice") in accordance with the procedure prescribed in this Section 4. The Exercise Notice shall state that Optionee has elected to exercise the Option or any portion thereof. The Option may be exercised by the Optionee, in whole or in part, by the delivery of the Exercise Notice to the office of the Corporation, and by payment to the Corporation of the Purchase Price in cash or by wire transfer, for each share being purchased. Upon the exercise of the Option, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the holder, shall be promptly delivered to the holder hereof within a reasonable time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of the Option shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Exercise Notice was delivered and payment of the Purchase Price was made, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Corporation are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.
EXERCISE OF THE OPTIONS. 3.1 The Options may be exercised as follows:
(a) in the case of the Call Option, by the service during the Call Option Period of a duly completed Option Notice by the Transferee Company to the Sellers; and
(b) in the case of the Put Option, by the service during the Put Option Period of a duly completed Option Notice by a Seller to the Transferee Company.
3.2 Each Option may be exercised in respect of all (but not some only) of the Midco 3 Loan Notes to which the Option relates and an Option Notice, once served, may not be revoked.
EXERCISE OF THE OPTIONS. Purchaser may exercise the Options at any time during the Option Period by delivery to Hell▇▇▇, ▇▇th respect to the exercise of the Hell▇▇▇ ▇▇▇ion, and to Ruud, with respect to the exercise of the Ruud Option, of written notice thereof at the notice address for Hell▇▇▇ ▇▇▇ Ruud, ▇▇spectively, set forth in Section 4.4 hereof (an "Option Notice"). The Hell▇▇▇ ▇▇▇ion and the Ruud Option must both be exercised if either is exercised. The closing (an "Option Closing") of the purchase and sale of the Hell▇▇▇ ▇▇▇ion Shares or the Ruud Option Shares, as the case may be, shall occur as soon as practicable after the delivery of the Option Notice pertaining to such shares but in no event later than ten (10) days from the date of delivery of that Option Notice. The obligation of Purchaser to consummate the purchase of any of the Hell▇▇▇ ▇▇▇ion Shares or the Ruud Option Shares at any Option Closing is conditioned upon the receipt by the Company and the Shareholders of all governmental and regulatory approvals required for the ownership of the Hell▇▇▇ ▇▇▇ion Shares or the Ruud Option Shares, as the case may be. At an Option Closing, certificates representing the Hell▇▇▇ ▇▇▇ion Shares or the Ruud Option Shares, as the case may be, shall be delivered, together with stock powers duly executed in blank, to the Purchaser free and clear of any and all claims, liens, charges, pledges or encumbrances and the Purchaser shall deliver to Hell▇▇▇ ▇▇▇ Ruud, ▇▇ the case may be, their respective allocable portion of the Option Purchase Price. Hell▇▇▇ ▇▇▇ Ruud shall pay any and all transfer and similar taxes imposed in connection with the sale of the Hell▇▇▇ ▇▇▇ion Shares and the Ruud Option Shares to Purchaser.
EXERCISE OF THE OPTIONS. 3.1. Subject to the terms of this Agreement, an Option shall be exercisable between the date of this Agreement and the Final Exercise Date.
3.2. The Executive may only exercise an Option in respect of a C Share on or following IPO.
3.3. If the Executive wants to acquire an Ordinary Share he must exercise two Options.
3.4. The Executive may, subject to clauses 3.2, 3.3, 3.6 and any Dealing Restrictions, exercise Options by:
(a) giving notice (the “Exercise Notice”) in the form set out in the Appendix to this Agreement (or in such other prescribed form notified to the Executive) to the Company or any person nominated by the Company;
(b) indicating on the Exercise Notice whether the Executive is exercising Options in respect of Ordinary Shares and/or C Shares; and
(c) paying to the Company the Exercise Price for the Option Shares in respect of which the Options are being exercised (or giving an undertaking in a form acceptable to the Company to make that payment).
3.5. Any Exercise Notice shall, subject to clause 3.5 and any Dealing Restriction, take effect on the later of the date of receipt by the Company or its duly appointed agent of the notice and the Exercise Price.
3.6. Any exercise of Options shall be conditional on:
(a) the Executive entering into a deed of adherence to the Shareholders’ Agreement to the extent that the Shareholders’ Agreement remains in force at the time of exercise and delivering the executed deed of adherence to the Company unless the Executive is already bound by the Shareholders’ Agreement in respect of the Shares to be issued pursuant to such exercise of the Options;
(b) the Executive complying with the terms of clause 12 (Tax Liability); and
(c) the Executive entering into any tax election required by the Company.
3.7. The Executive may exercise Options on one or more occasions but can only exercise an Option once.
3.8. Subject to the Articles, clauses 3.10 and 3.11 and any Dealing Restrictions, the Company shall allot and issue the Shares in respect of which the Options have been exercised within 10 Business Days of the effective exercise of the Options and at completion of such allotment and issue, the Company shall, subject to clause 3.10 and the Articles:
(a) enter the Executive (or the Executive’s nominee, as appropriate) in the Company’s register of members as the holder of the number of Shares issued to the Executive;
(b) deliver to the Executive evidence of the number of Shares issued to him; and
(c) provided that, if ...
EXERCISE OF THE OPTIONS. 2.1 RTS may exercise the Call Option by serving a Call Exercise Notice on Marconi at any time after 30th September, 2004.
2.2 Marconi may exercise the Put Option by serving a Put Exercise Notice on RTS at any time after the date being the fifteenth anniversary of the date of this agreement or, if earlier, upon Railtrack plc agreeing to the changes to the Railtrack Agreements contemplated by sub-clause 8.7.
2.3 An Option may be exercised only in respect of all of the Deferred Shares issued to Marconi at the time of the relevant Exercise Notice (the "OPTION SECURITIES").
2.4 Exercise of an Option shall oblige Marconi to sell and RTS to purchase the Option Securities.
2.5 The Option Securities shall be sold free from all liens, charges, equities and encumbrances and together with all rights attaching to the Option Securities at the date of service of the relevant Exercise Notice.
EXERCISE OF THE OPTIONS. The Option to purchase the Option Shares shall be exercisable upon the terms and conditions hereinafter set forth: Subject to the terms and conditions of this Agreement, the Option to purchase the Option Shares shall be exercisable by Optionee upon delivery of notice to the Corporation (the "Exercise Notice") in accordance with the procedure prescribed in this Section 4. The Exercise Notice shall state that Optionee has elected to exercise the Option or any portion thereof. The Option may be exercised by the Optionee, in whole or in part, by the delivery of the Exercise Notice to the office of the Corporation, and by payment to the Corporation of the Purchase Price in cash or by wire transfer, for each share being purchased. Upon the exercise of the Option, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the holder, shall be promptly delivered to the holder hereof within a reasonable
EXERCISE OF THE OPTIONS. Save as otherwise expressly indicated in this Agreement, and without prejudice to section 6.1 below regarding the obligation for Cap2 to provide for the pledge over the Option Shares: (i) the Put Option may only be exercised during any of the Put Option Periods and shall become of no further effect for such period if not exercised by the end of such period, and (ii) the Call Option may only be exercised during any of the Call Option Periods and shall become of no further effect for such period if not exercised by the end of such period. Either Option will be exercised by sending to the relevant Party a Notice of Exercise, which, once delivered, shall be irrevocable. The Transfer of the Option Shares and the other activities required for the Closing of the Option shall take place on the 10th Business Day from the receipt of the Notice of Exercise by the relevant Party (“Closing of the Option Date”) and in accordance with section 4 below (it being understood that, in case a Notice of Exercise is being validly sent by both Parties for both a Put and a Call Option, the 10 Business Days shall start running from the earlier date when the first Notice of Exercise is received).
EXERCISE OF THE OPTIONS. 2.1 Non-exercise period: Except as provided in Articles Three and Four below, in no event may the Options be exercised prior to December, 2001.
EXERCISE OF THE OPTIONS. The Option to purchase the Option Shares shall be exercisable upon the terms and conditions hereinafter set forth: Subject to the terms and conditions of this Agreement, the Option to purchase the Option Shares shall be exercisable by Optionee upon delivery of notice to the Corporation (the