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. 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 1 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. 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. 4.1 The Parties agree that the Options shall be exercised in accordance with the following provisions. (1) Either Option may be exercised by its Option Grantee’s giving the Option Grantor an Option Exercise Notice at any time during the two week period ending on the date falling three (3) months preceding the fifth (5th) anniversary of the Completion Date (provided that, in the case of the Call Option, it has not lapsed). (2) If the PLMA terminates or any event or circumstance has occurred or arisen resulting in the Projectco having the right to terminate the PLMA, Allianz may exercise the Put Option at any time by giving ▇▇▇▇▇ ▇▇▇▇ an Option Exercise Notice. If an Option Grantee gives an Option Exercise Notice pursuant to this clause 4.1, the Option Grantee and the Option Grantor shall complete the sale and purchase of the Option Stake pursuant to the exercise of such Option on the following date (or such other date as the Option Grantor and the Option Grantee may agree in writing): (A) the fifth (5th) anniversary of the Completion Date (in the case of clause 4.1(1)); (B) on the date falling ten (10) Business Days after the date of the Option Exercise Notice (in the case of clause 4.1(2)). 4.2 Completion of the sale and purchase of the Option Stake pursuant to the exercise of either Option (the “Option Completion”) shall be conditional on each of the representations and warranties given by Allianz under clause 6.1 being accurate in all respects and not misleading. 4.3 At the Option Completion pursuant to the exercise of either Option: (1) ▇▇▇▇▇ ▇▇▇▇ shall pay the Call Option Price or, as the case may be, the Put Option Price in immediately available USD funds, without any deduction or withholding, to the bank account notified by Allianz to ▇▇▇▇▇ ▇▇▇▇ in writing at least ten (10) Business Days before the Option Completion; (2) Allianz shall cooperate with ▇▇▇▇▇ ▇▇▇▇ for the release of the Jointly Controlled Information from the joint control (if Allianz has joint control over the Jointly Controlled Information) in order for all the documents and items belonging to the Group delivered by ▇▇▇▇▇ ▇▇▇▇ to Allianz at Completion under paragraphs 2(A), 2(B) and 3 of Part A of Schedule 2 (Completion arrangements) to the Share Purchase Agreement to be delivered to the Guarantor or ▇▇▇▇▇ ▇▇▇▇ (or to be left at the office address of the Projectco); (3) Allianz shall deliver to ▇▇▇▇▇ ▇▇▇▇ the instrument of transfer and sold note in respect of all the shares in the Wuxi...

EXERCISE OF THE OPTIONS. Either party may exercise the options granted hereunder at any time permitted under the terms of this Agreement by the delivery of notice to the other party as provided below. Within the five (5) business days of the delivery of the notice of the exercise of the Option to Purchase or Put by either Cumulus or GBBC, respectively, the parties acknowledge and agree that the Escrow Agent shall date the two executed copies of the Asset Purchase Agreement with the date of receipt of notice and shall deliver one such dated executed copy of the Asset Purchase Agreement to each of Cumulus and GBBC, respectively, and shall carry out the duties of the Escrow Agent specified in the Escrow Agreement.

EXERCISE OF THE OPTIONS. 4.1 The Grantee may exercise the Options by giving an Exercise Notice to each of the Grantors. The Exercise Notices may be given by the Grantee at any time during the Option Period in respect of all (but not part only) of the Option Shares. 4.2 Subject to Clause 4.4 hereof, the Options shall be exercised and completed simultaneously with the exercise of the HC Construction Option. 4.3 At any time after the completion of the Sale and Purchase Agreement and prior to the giving of the Exercise Notice, the Grantee (and any person authorised by it) shall be entitled to conduct such enquiries, investigations and due diligence reviews of the business, affairs, operations and financial position of the Group as the Grantee in its absolute discretion deems necessary, desirable or appropriate and the Grantors shall use their reasonable endeavours to, subject to Clause 7.1 hereof and the Grantee executing a confidentiality undertaking in favour of the Company (if required by the Company) on substantially the same terms set out in Clause 7.1, procure that the Grantee and any persons authorised by it shall on giving reasonable prior notice and during normal office hours be given full access to the employees, premises, plant, machinery, books of account, records and documents of the Company and each of its subsidiaries as the Grantee may reasonably request. 4.4 Prior to exercise of the Options or exercise of the Purchaser's right to require the Grantors to accept a general offer for the Shares under Clause 2.1.2(i) as the case may be , the Grantee shall use its reasonable endeavours to obtain from the SFC a ruling (the “SFC Ruling”) under the Takeovers Code as to whether exercise of the HC Construction Option is subject to Rule 25 of the Takeovers Code and if applicable, to apply for SFC consent under Rule 25 of the Takeovers Code; and 4.4.1 if the SFC Ruling is that the HC Construction Option will not breach Rule 25 of the Takeovers Code, the Options (and the right under Clause 2.1(i)) may only be exercised if the HC Construction Option is exercised and completed simultaneously; 4.4.2 if the SFC Ruling is that the exercise of the HC Construction Option will breach Rule 25 of the Takeovers Code (or if there are conditions to consent specified in the SFC Ruling ), the Options and the right under Clause 2.1.2(i) shall cease to be conditional upon exercise or completion of the HC Construction Option and accordingly may be exercised and completed independently of the HC Cons...

EXERCISE OF THE OPTIONS. 2.1 Subject to paragraph 3 below, the Seller and both the UBOs may together exercise the Put Option only by serving written notice signed by all of them (the "Option Notice") on the Buyer:-