Common use of Exercise of Vested Options Clause in Contracts

Exercise of Vested Options. 9.1. Subject to the terms of the Agreement, the Vested Options may be exercised, in whole or in part, and in one or more installments, by the Beneficiary or, in case of his/her disability, death or disappearance, by his/her legal or testamentary heirs or by his/her executor or personal representative or guardian, by delivering to the Company the Shares Request Form stating the number of Opted Shares to be subscribed, accompanied by full payment to the Company of the Exercise Price. 9.2. The Beneficiary shall also satisfy all the other conditions provided for under Italian law for the subscription of capital stock and for the release of the Opted Shares, as indicated by the Company from time to time. 9.3. The Exercise Price must be paid, at the Beneficiary’s choice, in cash by wire transfer or other method specified by the Company. 9.4. The Company shall issue the number of Opted Shares and upon the request or direction of the Beneficiary, shall deposit them pursuant to the Deposit Agreement, in exchange for ADSs representing an equal number of such Opted Shares. The ADSs shall be registered in the name or for the account of the Beneficiary and shall be delivered to the Beneficiary or as designated by the Beneficiary. 9.5. The Beneficiary acknowledges that the performance of this procedure may require several business days and that the promptness thereof will depend upon the Beneficiary’s completion of the formalities provided for under the Agreement and specified by the Company from time to time. The Company will be considered to have properly carried out its obligations under the Agreement upon issuance of the Opted Shares. The subsequent procedure of depositing the Opted Shares and issuance of the ADSs shall be done by the Depositary Bank in the name, on behalf, at the expense and under the sole responsibility of the Beneficiary and without any responsibility of the Company, except to deposit the Opted Shares with the Depositary Bank or its sub-custodian or agent.