Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under the Plan: (a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and (i) Full payment (in cash or by check) for the Shares with respect to which such Option or portion is exercised; or (ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and (c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and (d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Stock Option Agreement (Back Channel Investments Inc), Stock Option Agreement (Maritime Partners LTD)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office Chief Financial Officer or their respective offices of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) a. Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and;
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or;
(ii) Shares With the consent of the Committee, shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value Fair Market Value (as determinable under Section 1.14 of the Plan) on the date of delivery equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; orexercised (which shares shall be owned by the Optionee for more than six months at the time they are delivered);
(iii) With the consent of the Committee and provided the use of the following procedure by an Optionee would not violate Rule 16(b) under the Exchange Act delivery to the Company of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Option is being exercised directly to a broker, and (y) instructions to the broker to sell such shares and promptly deliver to the Company the portion of the sale proceeds equal to the aggregate Option exercise price;
(iv) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the other form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawcashless exercise permitted under Section 4.4 hereof; or
(ivv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii) and (iiiv); and;
(c) c. Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) d. In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Stock Option Agreement (Pacificare Health Systems Inc /De/), Non Qualified Stock Option Agreement (Pacificare Health Systems Inc /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to the Company for the Shares shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Employee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option is exercised, or portion (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares as to which the Option is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Employee has placed a loan from market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination in satisfaction of the consideration provided in purchase price of the foregoing subsections (i), (ii), and (ii); andshares as to which the Option is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, as the Committee in its discretion shall determine is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such shares.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment.
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Rentrak Corp), Non Qualified Stock Option Agreement (Rentrak Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery delivering to the Secretary or of the Secretary's office of Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.2, and the Plansatisfaction of all of the foregoing shall be determined in the discretion of the Company:
(a) Notice notice in writing signed by the Optionee Grantee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and;
(ib) Full full payment (of the exercise price applicable to any Option in cash or cash, by check) for the Shares with respect to which , in Membership Units (any such Option or portion is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value Membership Units valued at Fair Market Value on the date of delivery equal to exercise) that the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (Grantee has held for at least six months (or such rate as shall then preclude the imputation lesser period of interest under the Code or any successor provision) and payable upon such terms time as may be prescribed required by the Committee. The Committee may also prescribe Company’s accountants), through the form withholding of Membership Units (any such note and Membership Units valued at Fair Market Value on the security to be given for such note. No date of exercise) otherwise issuable upon the exercise of the Membership Unit Option mayin a manner that is compliant with applicable law, however, be exercised by delivery of or a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); andmethods;
(c) Full full payment in cash of any taxes due in respect of such exercise in cash, except that upon any termination of the Grantee’s Employment under a circumstance described in Section 3.2(b) or (c) above, the Grantee may make payment of any such taxes under any method described in Section 4.3(b) above;
(d) execution and delivery to the Company, to the extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other documents and instruments as may be reasonably required by the Committee;
(e) full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of the Option; and, except as otherwise agreed to by the Company under the Plan;
(df) In in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the Optionoption; and
(g) if so requested by the Committee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Grantee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Membership Units acquired on exercise of the Option does not violate the Securities Act of 1933, as amended, and may issue stop-transfer orders covering such Membership Units.
Appears in 2 contracts
Sources: Unit Option Award Agreement (Academy Sports & Outdoors, Inc.), Unit Option Award Agreement (Academy Sports & Outdoors, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company Secretary (or any third party administrator or other person or entity designated by the Secretary's office Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) An Exercise Notice in writing signed or electronically accepted by the Optionee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice in such form as is prescribed by the Committee and complying with all applicable rules established by the Committee; and
(b) Subject to Section 5.2(d) of the Plan:
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, by delivery of a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provisionCode) and payable upon on such terms and conditions as may be prescribed approved by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iii) With the consent of the Committee, by delivery of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iv) Any With the consent of the Committee such payment may be made, in whole or in part, through the delivery of shares of Common Stock owned by Optionee, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(v) Through the delivery of a notice that Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(vi) Subject to any applicable laws, any combination of the consideration provided in the foregoing subsections paragraphs (i), (ii), (iii), (iv) and (iiv); and
(c) Full payment Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to the Company of effect compliance with all amounts which, under federal, state or local law, it is required to withhold upon exercise applicable provisions of the OptionSecurities Act of 1933, as amended (the “Securities Act”), and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; and
(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration permitted under Section 4.2(b), subject to Section 10.5 of the Plan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Stock Option Agreement (Viasat Inc), Stock Option Agreement (Viasat Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company Company, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or;
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or, (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, valued at Fair Market Value as of the date of Option exercise, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Owens Illinois Inc /De/), Non Qualified Stock Option Agreement (Owens Illinois Inc /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Spectranetics Corp), Incentive Stock Option Agreement (Spectranetics Corp)
Manner of Exercise. The Option, Option Right or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option Right or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option Right or portion thereofportion, stating that the Option Right or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(ib) Full payment (in cash or by check) for the Shares shares with respect to which such Option Right or portion is exercised, which payment shall be (i) in cash or by check acceptable to the Corporation; or
(ii) through the delivery of Common Shares of any class of the Company's stock owned by the Optionee for at least twelve months, duly endorsed for transfer to the Company Corporation with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option Right or exercised portion is thereby exercisedthereof; or
(iii) With through an arrangement with a bank or broker for payment from the consent proceeds of sale through the bank or broker of some or all of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude Common Shares to which the imputation of interest under the Code exercise relates; or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any through any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), and ) or (iiiii); and
(c) Such representations and documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of the Exchange Act, the Securities Act and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(d) Full payment to the Company Corporation (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the OptionOption Right; provided, however, the Corporation may permit the Optionee, upon delivery of a written election to the Secretary of the Corporation (or to such other person who may be designated by the Board) to elect payment of this tax obligation from the proceeds of sale through a bank or broker of some or all of the Common Shares to which the exercise relates; and
(de) In the event the Option Right or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionOption Right.
Appears in 2 contracts
Sources: Option Rights Agreement (Washington Group International Inc), Option Rights Agreement (Washington Group International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's his office or designee of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the appli-cable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion;
(ib) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or. However, the Committee may in its discretion:
(i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised;
(ii) Shares allow payment, in whole or in part, through the delivery of any class shares of the Company's stock Common Stock which have been owned by the Optionee for at least six months and one day, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercised; orthereof;
(iii) With allow payment, in whole or in part, through the consent surrender of shares of Common Stock then issuable upon exercise of the CommitteeOption having a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof;
(iv) allow payment, in whole or in part, through the delivery of a full recourse notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price;
(v) allow payment, in whole or in part, through the delivery of a promissory note bearing a market rate of interest (at least which rate shall be no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawCode); or
(ivvi) Any allow payment through any combination of the consideration provided in the foregoing subsections (i), subparagraphs (ii), (iii), (iv) and (iiv); and.
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; andprovided that, with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee for at least six months and one day, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment;
(da) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option; and
(b) Such other representations and documents as the Committee may require pursuant to the Plan.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Pricesmart Inc), Non Qualified Stock Option Agreement (Pricesmart Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4 shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option may, may not be exercised however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and
(d) In with the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof consent of the right Committee, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, valued at fair market value at the date of Option exercise, may be used to make all or part of such person or persons to exercise the Option.payment; and
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Amfm Inc), Non Qualified Stock Option Agreement (Amfm Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Spectranetics Corp), Non Qualified Stock Option Agreement (Spectranetics Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may Option granted hereunder shall be exercised solely by delivery delivering to the Secretary or the Secretary's office of all of the following prior Company from time to time within the time when limits specified in Paragraph 3 hereof a notice specifying the Option or such portion becomes unexercisable under the Plan:
(a) Notice in writing signed by number of shares the Optionee or the other person then entitled desires to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
purchase (i) Full payment (in cash or by check) for the Shares and with respect to which the Optionee has acquired the right to purchase, as described in Paragraph 3(a) above), together with either: (i) a cashier's check payable in United States currency (unless a personal check shall be acceptable to the Company) to the order of the Company for an amount equal to the option price for such Option number of shares; or portion is exercised; or
(ii) Shares of any class of with the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the prior consent of the Committee, a full recourse promissory note bearing interest and upon receipt of all regulatory approvals, certificate for Common Stock of the Company, valued at the Fair Market Value (at least determined as provided in the Plan) of such rate Common Stock on the date of exercise of this option, as shall then preclude payment of all or any portion of the imputation option price for such number of interest shares; and (iii) such other instruments or agreements duly signed by the Optionee as in the opinion of counsel for the Company may be necessary or advisable in order that the issuance of such number of shares comply with applicable rules and regulations under the Code Securities Act of 1933, as amended (the "Act"), any appropriate state securities laws or any successor provision) requirement of any national securities exchange or market system on which such stock may be traded. As soon as practicable after any such exercise of the Option in whole or in part by the Optionee, the Company will deliver to the Optionee at Optionee's address, as set forth below, a certificate for the number of shares with respect to which the Option shall have been so exercised, issued in the Optionee's name. Such stock certificate shall carry such appropriate legend, and payable upon such terms written instructions shall be given to the Company's transfer agent, as may be prescribed deemed necessary or advisable by the Committee. The Committee may also prescribe the form of such note and the security to be given counsel for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination to satisfy the requirements of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, Act or any state or local securities law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Employee Directors Stock Option Contract (Showbiz Pizza Time Inc), Non Statutory Stock Option Contract (Showbiz Pizza Time Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Director or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Board, shares of the Company's stock Common Stock owned by the Optionee Director duly endorsed for transfer to the Company with a fair market value (as determined by the Board) on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (ii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Director or other person then entitled to exercise such Option or portion will indemnify the Company against, and hold it free and harmless from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired upon exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Board, shares of the Company's Common Stock owned by the Director duly endorsed for transfer may be used to make all or part of such payment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeDirector, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/), Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the Plan:Section 3(c):
(ai) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(iA) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(iiB) Shares With the consent of any class the Committee, (1) shares of the Company's stock ’s Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (2) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined under the Plan) on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iiiC) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee, provided, however that no such loan may be made if the Employee is a member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(ivD) Any With the consent of the Committee, delivery of property of any kind which constitutes good and valuable consideration with a fair market value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(E) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections clauses (iA), (iiB), (C) and (iiD); and
(cii) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (ii) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (ii) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(iii) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (A) shares of the Company’s Common Stock owned by the Employee duly endorsed for transfer or (B) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option, valued in accordance with the Plan at the date of Option exercise, may be used to make all or part of such payment; and
(div) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 4(a) by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Incentive Stock Option Agreement (Mercury General Corp), Incentive Stock Option Agreement (Mercury General Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Optionee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Libbey Inc), Non Qualified Stock Option Agreement (Libbey Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) An Exercise Notice in writing signed by the Optionee Holder or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised; or
(ii) Shares of any class With the consent of the Company's stock Administrator, such payment may be made, in whole or in part, through the delivery of shares of Common Stock which have been owned by the Optionee Holder for at least six (6) months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that Holder has placed a loan from market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where in satisfaction of the Option exercise price, provided, that payment of such loan or other extension proceeds is made to the Company upon settlement of credit is prohibited by lawsuch sale; or
(iv) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections paragraphs (i), (ii), ) and (iiiii); and
(c) Full payment A bona fide written representation and agreement, in such form as is prescribed by the Administrator, signed by Holder or the other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of all amounts whichthe shares by such person is contrary to the representation and agreement referred to above. The Administrator may, under federalin its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or local lawregulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it is required to withhold upon the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the OptionOption shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Plan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Executive Employment Agreement (Leap Wireless International Inc), Executive Employment Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Corporation’s Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice must be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to Corporation for the Shares with respect to which such Option or portion is exercised, which must be:
(i) In cash; or
(ii) In Shares of any class of the Company's stock Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Corporation, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option purchase price of the Shares with respect as to which such the Option or portion is thereby exercised; or
(iii) With the consent In Shares of Common Stock issuable to Employee upon exercise of the CommitteeOption, with a full recourse promissory note bearing interest (at least such rate as shall then preclude Fair Market Value on the imputation date of interest under delivery equal to the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination aggregate purchase price of the consideration provided in Shares as to which the foregoing subsections (i), (ii), and (ii); andOption is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by Employee or other person then entitled to exercise such Option or portion as the Committee in its discretion, determines is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations.
(d) Full payment to the Company Corporation (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. Such payment may be, in whole or in part, in (i) cash, (ii) Shares of Corporation’s Common Stock owned by Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (iii) Shares of Corporation’s Common Stock issuable to Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld.
(de) In the event the Option or portion thereof shall be is exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Rentrak Corp), Non Qualified Stock Option Agreement (Rentrak Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3 hereof or as otherwise provided under the Plan:
(a) Notice A written notice in writing the form of Exhibit A hereto stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such the Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, shares of the Company's stock ’s Class A Common Stock which have been owned by the Optionee for a period of more than six months, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration;
(at least such rate as shall then preclude iv) With the imputation consent of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe , payment, in whole or in part, through the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Holder has placed a loan from market sell order with a broker with respect to shares of Class A Common Stock then issuable upon exercise of the Option, and the broker timely pays a sufficient portion of the net proceeds of the sale to the Company when or where such loan or other extension in satisfaction of credit is prohibited by lawthe Option exercise price; or
(ivv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); provided, however, that the payment in the manner prescribed in the preceding paragraphs shall not be permitted to the extent that the Committee determines that payment in such manner shall result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal or an extension of credit in the form of a personal loan to or for any Director or executive officer of the Company that is prohibited by Section 13(k) of the Exchange Act or other applicable law; and
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; or with the consent of the Committee, the consideration described in clauses (ii) and (iii) of Section 4.3(b) above equal to the sums required to be withheld, may be used to make all or part of such payment; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Nextera Enterprises Inc), Non Qualified Stock Option Agreement (Nextera Enterprises Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, (a) This Warrant may be exercised solely by delivery the holder hereof, in whole or in part (but not as to fewer than 1,000 shares of the Common Stock unless, at the time of exercise, this Warrant entitles the holder to purchase fewer than 1,000 shares of the Common Stock), on any business day on or after the date hereof and before 5:00 P.M., Houston, Texas time on December 31, 1997, by surrender of this Warrant, with the form of subscription at the end hereof (or a reasonable facsimile thereof) duly executed by such holder, to the Secretary Company at its office in Houston, Texas, and, except as otherwise provided in Section 2.1(b), accompanied by payment, by certified or the Secretary's office of all of the following prior official bank check payable to the time when the Option or such portion becomes unexercisable under the Plan:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class order of the Company's stock owned , in the amount obtained by multiplying (x) the Optionee number of shares of the Common Stock (without giving effect to any adjustment therein) designated in such form of subscription (or such reasonable facsimile) by (y) the Purchase Price, and such holder shall thereupon be entitled to receive the number of shares of the Common Stock determined as provided hereunder.
(b) In addition to the method of payment set forth in Section 2.1(a), and in lieu of any cash payment required thereunder, the holder of this Warrant shall have the right at any time and from time to time to exercise this Warrant in full or in part by surrendering this Warrant, with the form of subscription at the end hereof (or a reasonable facsimile thereof) duly endorsed for transfer executed by such holder, to the Company with a fair market value on at its office in Denver, Colorado, in exchange for which the date holder shall receive the number of delivery shares of Common Stock equal to the aggregate Option price product of (x) the number of shares as to which the Warrant is being exercised, multiplied by (y) a fraction, the numerator of which is the Market Price of one share of the Shares with respect to Common Stock less the per share Purchase Price then in effect and the denominator of which such Option or portion is thereby exercised; or
(iii) With the consent Market Price of one share of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionCommon Stock.
Appears in 2 contracts
Sources: Common Stock Purchase Warrant (Victory Ventures LLC), Common Stock Purchase Warrant (Chaparral Resources Inc)
Manner of Exercise. The An Option, or any exercisable portion thereof, may be exercised solely by delivery delivering to the Secretary or the Secretary's his or her office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and;
(ib) Full payment (in cash cash, by check, with the consent of the Committee in shares of Common Stock duly endorsed for transfer to the Company, or by checka combination thereof) for the Shares shares with respect to which such Option or portion thereof is exercised; or;
(iic) Shares of any class of A bona fide written representation and agreement, in a form reasonably satisfactory to the Company's stock owned Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his or her own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations;
(d) Full payment to the Company (in cash, by check, with the consent of the Committee in shares of Common Stock duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeCompany, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(ivcombination thereof) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Accuride Corp), Non Qualified Stock Option Agreement (Accuride Corp)
Manner of Exercise. The Option, Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(ib) Full payment (in cash or by check) for the Shares shares with respect to which such Option option or portion is exercised; or
, which payment shall be (i) in cash, (ii) Shares through the delivery of any class shares of the Company's stock Common Stock owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercised; or
thereof, or (iii) With subject to the consent timing requirements of Section 5.3 of the CommitteePlan, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or through any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), and ) or (ii); and
(c) Such representations and documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(d) Full payment to the Company (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the Option; and
(d) In provided, however, the event Company may permit the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the ----------------- Optionee, appropriate proof upon delivery of a written election to the Secretary of the right Company (or to such other person who may be designated by the Board) to elect to have the Company withhold shares of such person or persons to Common Stock otherwise issuable upon the exercise the Option.of the
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Morrison Knudsen Corp//), Nonqualified Stock Option Agreement (Morrison Knudsen Corp//)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised and stating the number of shares with respect to which the Option or portion is exercised, such notice complying with all applicable rules established by the CommitteePlan Administrator; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Plan Administrator, a copy of instructions to a broker directing such broker to sell the number of shares of Common Stock for which such Option is exercised, and to remit to the Company the aggregate exercise price under such Option for such shares (a "cashless exercise"); or
(iii) With the consent of the Plan Administrator, shares of the Company's stock Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company with a fair market value (as determined under Section 2.6 of the Plan) on the date of delivery equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iiiiv) With the consent of the CommitteePlan Administrator, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteePlan Administrator. The Committee Plan Administrator may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment A bona fide written representation and agreement, in a form satisfactory to the Plan Administrator, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Plan Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Plan Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation arid agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment (in cash or by check) to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Plan Administrator, (i) a copy of instructions to a broker directing such broker to sell a number of shares of Common Stock sufficient to make such payment, and to remit to the Company the amount required to satisfy such payment, or (ii) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer with a fair market value (as determined under Section 2.6 of the Plan) on the date of delivery equal to the amount required to satisfy such payment, or (iii) a combination of one or more of the foregoing payment methods, may be used to make all or part of such payment;
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option; and
(f) Delivery of a written notice to the Company requesting that the Company direct the transfer agent to issue to the Employee (or his designee) a certificate for the number of shares of Common Stock for which the Option was exercised or, in the case of a cashless exercise, for any such shares that were not sold in the cashless exercise.
Appears in 2 contracts
Sources: Annual Report, Incentive Stock Option Agreement (Cherokee Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee or the Board; and
(i) Full payment (in cash or by checkcash) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class With the consent of the Company's stock owned by the Optionee duly endorsed Committee, payment delayed for transfer up to the Company with a fair market value on thirty (30) days from the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option Option, or portion thereof, is thereby exercised; or
(iii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a full recourse promissory note bearing interest Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised;
(at least c) A bona fide written representation and agreement, in a form satisfactory to the Committee or the Board, signed by the Optionee or other person then entitled to exercise such rate as shall then preclude Option or portion, stating that the imputation shares of interest under the Code stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any successor provision) and payable upon such terms of them except as may be prescribed permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the Committeerepresentation and agreement referred to above. The Committee may also prescribe may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the form observance and performance of such note representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the security agreements herein. The written representation and agreement referred to be given for such note. No Option mayin the first sentence of this subsection (c) shall, however, not be exercised by delivery of a promissory note or by a loan from required if the Company when or where shares to be issued pursuant to such loan or other extension of credit is prohibited by law; or
(iv) Any combination of exercise have been registered under the consideration provided in the foregoing subsections (i), (ii)Securities Act, and (ii)such registration is then effective in respect of such shares; and
(cd) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Nonqualified Stock Option Agreement (Spectranetics Corp), Non Qualified Stock Option Agreement (Spectranetics Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4 shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option may, may not be exercised however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, valued at fair market value at the date of Option exercise, may be used to make all or part of such payment; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Amfm Inc), Non Qualified Stock Option Agreement (Amfm Inc)
Manner of Exercise. The OptionSubject to Section 4.5(c), or from and after the Effective Date and until 5:00 p.m., New York City time, on the Expiration Date, a holder of Warrants may exercise such holder’s right to purchase shares of Common Stock (i)(x) by delivering on any exercisable portion thereof, may be exercised solely by delivery Business Day to the Secretary Warrant Agent at the Warrant Agent’s Principal Office the Form of Election to Purchase attached as Exhibit B hereto duly completed and signed by such holder or holders thereof or by the Secretary's office duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a bank or trust company, by a broker or dealer which is a member of all FINRA or by a member of a national securities exchange and, in the following prior case of Definitive Warrants, the holder thereof must surrender for exercise the Warrant Certificates representing such Definitive Warrants at the Warrant Agent’s Principal Office or, (y) in the case of any Warrants held by any Warrant holder through a direct or indirect DTC participant, by effecting exercise pursuant to the time when applicable DTC rules for warrant exercises, and in each case (ii) paying the Option or such portion becomes unexercisable under the Plan:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) Exercise Price for the Shares with respect each share of Common Stock as to which such Option Warrants are being exercised, which may be made, at the option of the holder, (A) in United States dollars by certified or portion is exercised; or
(ii) Shares official bank check to the order of any class the Warrant Agent for the account of the Company's stock owned , (B) by a Cashless Exercise (as defined below) or (C) by any combination of (A) and (B), at the Optionee Warrant Agent’s Principal Office. An exercising Warrant holder may elect at the time of exercise, by duly endorsed completing the Form of Election to Purchase, whether the shares of Common Stock for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option Warrant is being exercised will be for shares of Class A Common Stock, Class B Common Stock or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided Class A Common Stock and Class B Common Stock as set forth in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment Form of Election to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionPurchase.
Appears in 2 contracts
Sources: Warrant Agreement, Warrant Agreement
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Holder or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock ’s Common Stock owned by the Optionee Holder duly endorsed for transfer to the Company or (B) subject to the requirements of Section 5.4 of the Plan, shares of the Company’s Common Stock issuable to the Holder upon exercise of the Option, in each case, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of delivery Option exercise equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude duly executed and delivered by the imputation Holder in the principal amount of interest under the Code exercise price thereof, or any successor provision) and payable portion thereof, in each case upon such terms and conditions (including without limitation, terms regarding rates of interest, payment schedule, collateral or other security) as may be prescribed by the Committee. The Committee may also prescribe the form of such note establish in its sole and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawabsolute discretion; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i), (ii) and (iii);
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Holder or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Holder or other person then entitled to exercise such Option or portion will indemnify the Company against, and hold it free and harmless from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired upon exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (ii)c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(cd) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i), (ii) and (iii) of the preceding paragraph (b) may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Stock Option Agreement (Pfsweb Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee or the Board; and
(i) Full payment (in cash or by checkcash) for the Shares shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Committee, payment may be delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iiiv) Shares With the consent of the Committee, property of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to kind which such Option or portion is thereby exercisedconstitutes good and valuable consideration; or
(iiiv) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(ivvi) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (iiii), (ii), iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee or the Board, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is are required to withhold be withheld upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Cavanaughs Hospitality Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in electronic form approved by the Committee or, if no such form has been approved by the Committee, in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such electronic form or notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock ’s Common Stock owned by the Optionee duly endorsed for transfer to the Company Company, or (B) shares of the Company’s Common Stock issuable to Optionee upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or;
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written or electronic representation and agreement, in a form satisfactory to the Committee, signed by Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written or electronic representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company’s Common Stock owned by Optionee duly endorsed for transfer, or, (ii) shares of the Company’s Common Stock issuable to Optionee upon exercise of the Option, valued at Fair Market Value as of the date of Option exercise, may be used to make all or part of such payment; provided, that notwithstanding anything herein to the contrary, the number of shares which may be withheld with respect to the satisfaction of any such taxes shall be limited to the number of shares which have a Fair Market Value on the date of withholding equal to the aggregate amount of such withholding obligations based on the minimum applicable statutory withholding rates for federal, state and/or local income and payroll tax purposes; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Owens Illinois Inc /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's ’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing An exercise notice signed or submitted online using the website of the Company’s designated brokerage firm by the Optionee Holder or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator. Such notice shall be substantially in such form as is prescribed by the Administrator; and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised; or
(ii) Shares of any class With the consent of the Company's stock Administrator, such payment may be made, in whole or in part, through the delivery of shares of Common Stock which have been owned by the Optionee Holder for at least six (6) months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that ▇▇▇▇▇▇ has placed a loan from market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where in satisfaction of the Option exercise price, provided, that payment of such loan or other extension proceeds is made to the Company upon settlement of credit is prohibited by lawsuch sale; or
(iv) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections paragraphs (i), (ii), ) and (iiiii); and
(c) Full payment Such representations and documents as the Administrator, in its absolute discretion, deems necessary or advisable to the Company of effect compliance with all amounts which, under federal, state or local law, it is required to withhold upon exercise applicable provisions of the OptionSecurities Act and any other federal or state securities laws or regulations. The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations; and
(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such shares under Section 3.3(b), subject to Section 10.4 of the Plan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator; and
(i) Full payment (in cash by cashiers check or by checkwire transfer) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Administrator, (A) shares of the Company's stock Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, Administrator; a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. No That Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections subparagraphs (i), ) - (ii), and (iiiii); and
(b) A bona fide written representation and agreement, in a form satisfactory to the Administrator, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Administrator, (i) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, valued in accordance with Section 4.2(b) of the Plan at the date of Option exercise, may be used to make all or part of such payment; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Each Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock ’s Common Stock owned by the Optionee Optionee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Board, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); or
(c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(cd) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company’s Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Griffin Land & Nurseries Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash by cashiers check or by checkwire transfer) for the Shares shares with respect to which such Option or portion is exercised; or
(i) With the consent of the Administrator, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. No That Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iviii) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections subparagraphs (i), ) - (ii), and (iiiii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Administrator, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Administrator, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, valued in accordance with Section 4.2(b) of the Plan at the date of Option exercise, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Comps Com Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Corporation’s Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice must be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to Corporation for the Shares shares with respect to which such Option or portion is exercised, which must be:
(i) In cash; or
(ii) Shares of any class With the consent of the Company's stock Committee, (A) shares of Corporation’s Common Stock owned by the Optionee Employee (and, if acquired from Corporation, held for at least six months), duly endorsed for transfer to the Company Corporation, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option is exercised, or portion (B) shares of Corporation’s Common Stock issuable to Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares as to which the Option is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or notice that Employee has placed a market sell order with a broker with respect to shares of Corporation’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to Corporation in satisfaction of the purchase price of the shares as to which the Option is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by a loan from the Company when or where such loan Employee or other extension person then entitled to exercise such Option or portion as the Committee in its discretion, determines is necessary or appropriate to effect compliance with the Securities Act of credit is prohibited by law; or
(iv) Any combination 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the consideration provided in the foregoing subsections foregoing, such agreement may provide that (i) as of the date of any subsequent transfer of the shares acquired on exercise of the Option (the “Option Shares”), (ii)the Committee may require an opinion of counsel acceptable to it to the effect that such transfer of the Option Shares does not violate the Securities Act of 1933, and (ii); and) Corporation may issue stop-transfer orders covering the Option Shares. Share certificates evidencing Option Shares will bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) will not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such shares.
(cd) Full payment to the Company Corporation (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Committee, (i) shares of Corporation’s Common Stock owned by Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of Corporation’s Common Stock issuable to Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment.
(de) In the event the Option or portion thereof shall be is exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Award Agreement (Rentrak Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to the Company for the Shares shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) Shares With the consent of any class the Committee, shares of the Company's stock Common Stock owned by the Optionee Employee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Employee has placed a loan from market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination in satisfaction of the consideration provided in purchase price of the foregoing subsections (i), (ii), and (ii); andshares as to which the Option is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, as the Committee in its discretion shall determine is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such shares.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment.
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Rentrak Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Holder or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Holder duly endorsed for transfer to the Company or (B) subject to the requirements of Section 5.4 of the Plan, shares of the Company's Common Stock issuable to the Holder upon exercise of the Option, in each case, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of delivery Option exercise equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude duly executed and delivered by the imputation Holder in the principal amount of interest under the Code exercise price thereof, or any successor provision) and payable portion thereof, in each case upon such terms and conditions (including without limitation, terms regarding rates of interest, payment schedule, collateral or other security) as may be prescribed by the Committee. The Committee may also prescribe the form of such note establish in its sole and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawabsolute discretion; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i), (ii) and (iii);
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Holder or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Holder or other person then entitled to exercise such Option or portion will indemnify the Company against, and hold it free and harmless from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired upon exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (ii)c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(cd) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i), (ii) and (iii) of the preceding paragraph (b) may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Stock Option Agreement (Pfsweb Inc)
Manner of Exercise. The Option, Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(ib) Full payment (in cash or by check) for the Shares shares with respect to which such Option option or portion is exercised; or
, which payment shall be (i) in cash, (ii) Shares through the delivery of any class shares of the Company's stock Common Stock owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercised; or
thereof, or (iii) With subject to the consent timing requirements of Section 5.3 of the CommitteePlan, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or through any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), and ) or (ii); and
(c) Such representations and documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(d) Full payment to the Company (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, the Company ----------------- may permit the Optionee, upon delivery of a written election to the Secretary of the Company (or to such other person who may be designated by the Board) to elect to have the Company withhold shares of Common Stock otherwise issuable upon the exercise of the Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Morrison Knudsen Corp//)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee or the Board; and
(i) Full payment (in cash or by checkcash) for the Shares shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Board, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iii) With the consent of the Board, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iiiiv) With the consent of the CommitteeBoard, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Board, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee or the Board may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(ivvi) Any With the consent of the Board, any combination of the consideration provided in the foregoing subsections subparagraphs (iiii), (ii), iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee or the Board, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee or the Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee or the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Board, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Realty Income Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash by cashiers check or by checkwire transfer) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Administrator, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value (as determined under Section 1.18 of the Plan) on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. No That Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections subparagraphs (i) - (iii); and
(b) A bona fide written representation and agreement, (ii)in a form satisfactory to the Administrator, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (ii)c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Administrator, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, valued in accordance with Section 1.18 of the Plan at the date of Option exercise, may be used to make all or part of such payment; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Comps Com Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(ib) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(iii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee for at least six months, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iiiii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iii) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(iv) Any With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(v) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), and (iiiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; PROVIDED, that the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Option (or which may be repurchased from the Optionee of such Option within six months after such shares of Common Stock were acquired by the Optionee from the Company) in order to satisfy the Optionee's federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Price Legacy Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all .all of the following prior to the time when the Option option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, Shares of any class of the Company's stock owned by the Optionee Employee duly endorsed for transfer to the Company with a fair market value (as determinable under Section 4.2 (b) of the Plan) on the date of delivery equal to the aggregate Option purchase price of the Shares shares with respect to which such Option option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any A combination of the consideration provided in the foregoing subsections paragraphs (i), (ii), ) and (ii); ) and
(c) Full payment A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company of all amounts which, under federal, state if any sale or local law, it is required to withhold upon exercise distribution of the Option; and
(d) In shares by such person is contrary to the event representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the Option observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or portion thereof shall be exercised pursuant to Section 4.1 by any person state securities laws or persons other than regulations. Without limiting the Optionee, appropriate proof generality of the right foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such person or persons to exercise the Option.shares. Share certificates evidencing stock issued on
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Ansys Diagnostics Inc)
Manner of Exercise. The Option, or any Any exercisable portion thereof, of the Options may be exercised solely by delivery delivering to the Secretary or of the Secretary's office of Company all of the following on or prior to the time when the Option or such portion becomes unexercisable under Section 3.2, and the Plansatisfaction of all of the foregoing shall be determined in the discretion of the Company:
(a) Notice notice in writing signed by the Optionee Grantee or the any other person then entitled to exercise the Option or portion thereofsuch portion, stating that the Option or such portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and;
(ib) Full full payment (of the exercise price applicable to such portion in cash or cash, by check) for the Shares with respect to which , in Membership Units (any such Option or portion is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value Membership Units valued at Fair Market Value on the date of delivery equal to exercise) that the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (Grantee has held for at least six months (or such rate as shall then preclude the imputation lesser period of interest under the Code or any successor provision) and payable upon such terms time as may be prescribed required by the Committee. The Committee may also prescribe Company’s accountants), through the form withholding of Membership Units (any such Membership Units valued at Fair Market Value on the date of exercise) otherwise issuable upon the exercise of such note and the security to be given for such note. No Option mayportion in a manner that is compliant with applicable law, however, be exercised by delivery of or a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); andmethods;
(c) Full full payment in cash of any taxes due in respect of the exercise of such portion in cash, except that upon any termination of the Grantee’s Employment under a circumstance described in Section 3.2(b) or (c) above, the Grantee may make payment of any such taxes under any method described in Section 4.3(b) above;
(d) execution and delivery to the Company, to the extent not so previously executed and delivered, of the Management Unitholder’s Agreement and such other documents and instruments as may be reasonably required by the Committee;
(e) full payment to the Company of all amounts which, under federal, state or local law, it (or an Affiliate) is required to withhold upon exercise of such portion, except as otherwise agreed to by the Option; andCompany under the Plan;
(df) In in the event the Option or such portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise such portion; and
(g) if so requested by the OptionCommittee, an irrevocable voting proxy and power of attorney in favor of a designated member of the Board. In addition, following an IPO, the Grantee may satisfy his or her obligations under Section 4.3(b) and/or (c) through the sale of Membership Units (or equity securities into which Membership Units are convertible) into the public market pursuant to a cashless exercise program that is compliant with applicable law, to the extent the sale of such Membership Units (or equity securities, as applicable) is permitted under the Management Unitholder’s Agreement. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of Membership Units acquired on exercise of any exercisable portion of the Options does not violate the Securities Act of 1933, as amended, and may issue stop-transfer orders covering such Membership Units.
Appears in 1 contract
Sources: Unit Option Award Agreement (Academy Sports & Outdoors, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Rental Service Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, An Award may be exercised solely exercised, as to any or all Shares as to which the Award has become exercisable, by written notice delivered in person or by mail (or such other methods of delivery prescribed by the Company) to the Secretary or the Secretary's office of all Chief Executive Officer of the following prior Company or to the time when the Option or such portion becomes unexercisable under the Plan:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established as determined by the Committee; and
(i) Full payment (, or in cash or by check) for any other manner as the Committee shall prescribe from time to time, specifying the number of Shares with respect to which the Award is being exercised (which may be equal to or lower than the aggregate number of Shares that have become exercisable at such Option or portion is exercised; or
time, subject to the last sentence of this Section), accompanied by payment of the aggregate Exercise Price for such Shares in the manner specified in the following sentence. The Exercise Price shall be paid in full with respect to each Share, at the time of exercise, either in (i) cash, (ii) Shares of if the Company’s shares are listed for trading on any class securities exchange or over-the-counter market, and if the Committee so determines, all or part of the Company's stock owned Exercise Price and any withholding taxes may be paid by the Optionee duly endorsed for transfer delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company with or the Trustee, (iii) if the Company’s shares are listed for trading on any securities exchange or over-the-counter market, and if the Committee so determines, all or part of the Exercise Price and any withholding taxes may be paid by the delivery (on a fair market value on form prescribed by the date Company) of delivery equal an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the aggregate Option price Company or the Trustee, or (iv) in such other manner as the Committee shall determine, which may include procedures for cashless exercise. The application of the Shares cashless exercise with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, any 102 Awards shall be subject to obtaining a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan ruling from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i)ITA, (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, state or local extent required by applicable law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Polyrize Security Ltd. 2019 Share Incentive Plan Amendment (Varonis Systems Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i1) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii2) Shares With the consent of any class the Committee, but subject to the timing requirements of Section 4.4, (A) shares of the Company's stock Series B Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (B) shares of the Company's Series B Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of delivery Option exercise equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii3) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less d= such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv4) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i1), . (ii), 2) and (ii3); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, but subject to the timing requirements of Section 4.4, (i) shares of the Company's Series B Common Stock owned by the Employee duly endorsed for transfer or (ii) shares of the Company's Series B Common Stock issuable to the Employee upon exercise of the Option, valued in accordance with Section 4.2(b) of the Plan at the date of Option exercise, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Director or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares Subject to the timing requirements of any class Section 4.4, (A) shares of the Company's stock Common Stock owned by the Optionee Director duly endorsed for transfer to the Company or (B) shares of the Company's Common Stock issuable to the Director upon exercise of this Option, in each case, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of delivery Option exercise equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), ) and (ii); and
(c) Full The payment to the Company (or other employer corporation) of all amounts which, which it is required to withhold under federal, state or local lawlaw in connection with the exercise of the Option; provided, it is required that subject to withhold the timing requirements of Section 4.4, any combination of the following may be used to make all or part of such payment: (i) shares of the Company's Common Stock owned by the Director duly endorsed for transfer or (ii) shares of the Company's Common Stock issuable to the Director upon exercise of the Option, in each case, valued in accordance with Section 4.2(b) of the Plan, at the date of Option exercise; and
(d) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Director or other person then entitled to exercise such Option or portion will indemnify the Company against, and hold it free and harmless from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired upon exercise of an Option does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (d) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (d) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeDirector, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's ’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) Shares of any class With the consent of the Company's stock Committee, such payment may be made, in whole or in part, through the delivery of shares of Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) To the extent permitted under applicable laws, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(iv) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Stock are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, (i) shares of Stock owned by the Optionee for at least six months duly endorsed for transfer or (ii) shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock ’s Common Stock owned for at least six months by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such no less than a market rate as shall of interest which then preclude precludes the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company’s Common Stock owned by the Employee for at least six months, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Tegal Corp /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to the Company for the Shares shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) Shares With the consent of any class the Committee, shares of the Company's stock ’s Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Employee has placed a loan from market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination in satisfaction of the consideration provided in purchase price of the foregoing subsections (i), (ii), and (ii); andshares as to which the Option is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion as the Committee in its discretion, shall determine is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such shares.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Committee, (i) shares of the Company’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment.
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The OptionAny exercisable portion of the Options, or any exercisable portion thereof, the entire Options may be exercised solely by delivery to the Secretary or the Secretary's office Chief Financial Officer or their respective offices of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) a. Notice in writing signed by the Optionee or the other person then entitled to exercise the Option Options or portion thereof, stating that the Option such Options or portion thereof is thereby are being exercised, such notice complying with all applicable rules established by the Committee; and;
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option Options or portion is are exercised; or;
(ii) Shares With the consent of the Committee, shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value Fair Market Value (as determinable under Section 4(c) of the Directors Plan) on the date of delivery equal to the aggregate Option price of the Shares Price with respect to which such Option Options or portion is thereby exercised; orbeing exercised (which shares shall be owned by the Optionee for more than six months at the time they are delivered);
(iii) With the consent of the Committee and provided the use of the following procedure by an Optionee would not violate Rule 16(b) under the Exchange Act delivery to the Company of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Options are being exercised directly to a broker, and (y) instructions to the broker to sell such shares and promptly deliver to the Company the portion of the sale proceeds equal to the aggregate Option Price;
(iv) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the other form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawcashless exercise permitted under Section 4.4 hereof; or
(ivv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii) and (iiiv); and;
c. A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Options or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Options or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of the Options shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares;
d. Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the OptionOptions; and
(d) e. In the event the Option Options or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionOptions. The date of exercise of the Options shall be deemed to be the date all of the foregoing conditions are met.
Appears in 1 contract
Sources: Stock Option Agreement (Pacificare Health Systems Inc /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to the Company for the Shares shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) Shares With the consent of any class the Committee, shares of the Company's stock Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Employee has placed a loan from market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination in satisfaction of the consideration provided in purchase price of the foregoing subsections (i), (ii), and (ii); andshares as to which the Option is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion as the Committee in its discretion, shall determine is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such shares.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment.
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, Optionholder stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(i) Full payment (in cash or by checkcash) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Board, (A) shares of the Company's stock Common Stock owned by the Optionee Optionholder duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.3, shares of the Company's Common Stock issuable to the Optionholder upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (ii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Optionholder, stating that the shares of stock are being acquired for the Optionholder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionholder will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and
(d) In with the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof consent of the right Board, (i) shares of the Company's Common Stock owned by the Optionholder duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.3, shares of the Company's Common Stock issuable to the Optionholder upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld, may be used to make all or part of such person or persons to exercise the Optionpayment.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Optionee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, Option may be exercised solely by delivery to the Secretary secretary of the Company, or the Secretary's office to his/her office, of all of the following after the vesting thereof and prior to the time when the Option or such portion becomes unexercisable under the Planexpiration thereof:
(a) Notice in writing signed by the Optionee Grantee or the any other person then entitled to exercise the Option or portion thereofOption, stating that the Option Option, or a portion thereof thereof, is thereby exercised, such notice complying with all applicable rules established by the Committee; and;
(ib) Full payment (in cash or by check, or as otherwise permitted under Section 5 of this Agreement) to the Company for the Shares with respect to which such Option the Option, or any portion thereof, is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and;
(c) Full Such representations and documents as the Company deems reasonably necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended (the "Act"), and any other federal or state securities laws or regulations. (The Company may also take whatever additional actions it deems reasonably appropriate to effect such compliance including, without limitation, placing legends on the certificate(s) evidencing the Shares and issuing stop transfer orders to transfer agents and registrars);
(d) Promptly upon delivery of a written statement by the Company describing in detail the withholding taxes due upon exercise of the Option, full payment to the Company of all amounts which, under federal, state or local lawtax laws, it the Company is required to withhold upon exercise of the OptionOption as determined by the Company promptly upon the Grantee's delivery of the notice described in Section 4(a); and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the Option. The date of exercise of the Option shall be deemed to be the date all of the foregoing conditions have been satisfied.
Appears in 1 contract
Sources: Financial and Consulting Services Agreement (Healthcare Imaging Services Inc)
Manner of Exercise. The Option, Option or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.2:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(ib) Full payment (in cash or by check) for the Shares shares with respect to which such Option option or portion is exercised; or
, which payment shall be (i) in cash, (ii) Shares through the delivery of any class shares of the Company's stock Common Stock owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercised; or
thereof, or (iii) With subject to the consent timing requirements of Section 5.3 of the CommitteePlan, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or through any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), and ) or (ii); and
(c) Such representations and documents as the Board deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Board may also take whatever additional actions it deems appropriate to effect such compliance including (without limitation) placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(d) Full payment to the Company (or other employer corporation) of all amounts which, which under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, the Company -------- ------- may permit the Optionee, upon delivery of a written election to the Secretary of the Company (or to such other person who may be designated by the Board) to elect to have the Company withhold shares of Common Stock otherwise issuable upon the exercise of the Option. Shares of Common Stock so withheld will be credited against this tax obligation at their Fair Market Value; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Morrison Knudsen Corp//)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) 4.3.1. Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee or the Board; and
(i) 4.3.2. Payment of the purchase price by one of the following means:
4.3.2.1. Full payment (in cash or by checkcash) for the Shares shares with respect to which such Option or portion is exercised; or
4.3.2.2. With the consent of the Committee, payment delayed for up to thirty (ii30) Shares days from the date the Option, or portion thereof, is exercised; or
4.3.2.3. With the consent of any class the Committee, (i) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery the Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) 4.3.2.4. With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
4.3.2.5. With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. Notwithstanding the foregoing, upon exercise Optionee shall pay such amount in cash of the total consideration as required pursuant to Section 154 of the Delaware general Corporation Law (including any successor provisions). Until such time as the Optionee has paid the full consideration required hereunder, any shares of Common Stock issuable upon exercise of the Option and delivered to the Optionee shall be designated as partly paid. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or,
(iv) Any 4.3.2.6. With the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i)subparagraphs 4.3.2.1 through 4.3.2.5; and,
4.3.3. A bona fide written representation and agreement, (ii)in a form satisfactory to the Committee or the Board, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for the Optionee's own account, for investment and without any present intention of distributing or reselling said shares of any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and (ii)that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection 4.3.3 and the agreements herein. The written representation and the agreement referred to in the first sentence of this subsection 4.3.3 shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(c) 4.3.4. Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld, may be used to make all or part of such payment; and
(d) 4.3.5. In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Ambassadors Group Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned for at least six months by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such no less than a market rate as shall of interest which then preclude precludes the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee for at least six months, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Tegal Corp /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Director or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(ib) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is thereby exercised:
(1) In cash or by check; or
(ii2) Shares By delivery of any class shares of the Company's stock Common Stock owned by the Optionee Director duly endorsed for transfer to the Company with a fair market value (as determinable under Section 4.2(b) of the Plan) on the date of delivery equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii3) With the consent By means of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), 1) and (ii2); and
(c) Full payment A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Director or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of all amounts whichthe shares by such person is contrary to the representation and agreement referred to above. The Board may, under federalin its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or local lawregulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it is required to withhold upon the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option may bear an appropriate legend referring to the Optionprovisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeDirector, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then then-entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such which notice complying shall comply with all applicable rules established by the CommitteeBoard; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or;
(ii) Shares With the consent of any class the Board, (A) shares of the Company's stock Common Stock owned by the Optionee Optionee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercised; orthereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof;
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or;
(iv) Any With the consent of the Board, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii) and (iiiv); and
(c) Full payment A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of all amounts whichthe shares by such person is contrary to the representation and agreement referred to above. The Board may, under federalin its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or local lawregulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it is required to withhold upon the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option may bear an appropriate legend referring to the Optionprovisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Rental Service Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i1) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii2) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined by the Committee) on the date of delivery Option exercise equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii3) With the consent of the Committee, a full recourse, nonrecourse or limited recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv4) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i1), (ii), 2) and (ii3); and
(c) Full payment A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of all amounts whichthe shares by such person is contrary to the representation and agreement referred to above. The Committee may, under federalin its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or local lawregulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it is required to withhold upon the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the Option; and
provisions of this subsection (dc) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.and the
Appears in 1 contract
Sources: Stock Option Agreement (New Plan Excel Realty Trust Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company Company, or (B) subject to any timing requirements imposed by the Company, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least at such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of federal or state securities laws or regulations. The Committee, in its absolute discretion, may also take whatever additional actions it deems appropriate to effect such compliance including, without limitations, placing legends on share certificates and issuing stop-transfer notices to agents and registrars.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Common Stock owned by the Optionee duly endorsed for transfer, or, (ii) subject to any timing requirements imposed by the Company, shares of the Common Stock issuable to the Optionee upon exercise of the Option, valued at Fair Market Value as of the date of Option exercise, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Manor Care Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's ’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) An Exercise Notice in writing signed by the Optionee Holder or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised; or
(ii) Shares of any class With the consent of the Company's stock Administrator, such payment may be made, in whole or in part, through the delivery of shares of Common Stock which have been owned by the Optionee Holder for at least six (6) months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that H▇▇▇▇▇ has placed a loan from market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where in satisfaction of the Option exercise price, provided, that payment of such loan or other extension proceeds is made to the Company upon settlement of credit is prohibited by lawsuch sale; or
(iv) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections paragraphs (i), (ii), ) and (iiiii); and
(c) Full payment A bona fide written representation and agreement, in such form as is prescribed by the Administrator, signed by Holder or the other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for Holder’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of all amounts whichthe shares by such person is contrary to the representation and agreement referred to above. The Administrator may, under federalin its absolute discretion, take whatever additional actions it [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or local lawregulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it is required to withhold upon the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the OptionOption shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which in the discretion of the Administrator may be in the form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Plan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.2:
(a) Notice in writing A written notice complying with the applicable rules established by the Board stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Independent Director or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Board, (A) shares of the Company's stock Common Stock owned by the Optionee Independent Director, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Common Stock issuable to the Independent Director upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Board, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Board, a notice that the Independent Director has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Board, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Independent Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Independent Director or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Board, (i) shares of the Company's Common Stock owned by the Independent Director, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Independent Director upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeIndependent Director, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Spectranetics Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Director or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Board, shares of the Company's stock Common Stock owned by the Optionee Director duly endorsed for transfer to the Company with a fair market value (as determined by the Board) on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (ii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Director or other person then entitled to exercise such Option or portion will indemnify the Company against, and hold it free and harmless from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired upon exercise of an Option does not violate the Securities Act, and may issue stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Board, shares of the Company's Common Stock owned by the Director duly endorsed for transfer may be used to make all or part of such payment (which shares be valued at their fair market value on the date of Option exercise as shall be determined by the Board); and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeDirector, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Option to Purchase Shares of Common Stock (Daisytek International Corporation /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i1) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii2) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined by the Committee) on the date of delivery Option exercise equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii3) With the consent of the Committee, a full recourse, nonrecourse or limited recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv4) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i1), (ii), 2) and (ii3); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer, or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, valued by the Committee at the date of Option exercise, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Stock Option Agreement (New Plan Excel Realty Trust Inc)
Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's office of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under the Planceases to be exercisable:
(a) Notice notice in writing signed by the Optionee or the other person then entitled to exercise the such Option or portion thereof, stating that the such Option or portion thereof is thereby exercised, such notice complying with all applicable rules set forth in the Plan or otherwise established by the committee appointed to administer the Plan (the "Committee"); and(b)
(i) Full full payment (in cash or by check) for the Option Shares with respect to which such Option or portion is thereby exercised; or
(ii) Shares with the consent of any class the Committee, shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company Company, with a fair market value "Fair Market Value" (as that term is defined in the Plan) on the date of delivery Option exercise equal to the aggregate Option price of the Option Shares with respect to which such this Option or portion is thereby exercised; or
(iii) With with the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be are prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any with the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i), (ii), ) and (iiiii); and;
(c) Full payment such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to the Company of effect compliance with all amounts which, under federal, state or local law, it is required to withhold upon exercise applicable provisions of the OptionSecurities Act of 1933 and any other federal or state securities laws or regulations; and
(d) In in the event that the Option or a portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.
Appears in 1 contract
Sources: Stock Option Agreement (Brookdale Living Communities Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary stock administrator of the Company, or such other person or entity designated by the Secretary's office Administrator, or his, her or its office, as applicable, of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 6.5 of the Plan:
(a) Notice in writing A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee ▇▇▇▇▇▇ or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the stock administrator of the Company for the Shares shares with respect to which such Option or portion is exercised; or;
(ii) Shares With the consent of any class the Administrator (which consent may be withheld in its sole and absolute discretion), (A) shares of the Company's stock ’s Common Stock owned by the Optionee Holder, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercised; orthereof, or (B) shares of the Company’s Common Stock issuable to Holder upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof;
(iii) With the consent of the CommitteeAdministrator (which consent may be withheld in its sole and absolute discretion), a full recourse promissory note bearing interest (at least such rate as shall notice that ▇▇▇▇▇▇ has placed a market sell order with a broker with respect to shares of the Company’s Common Stock then preclude issuable upon exercise of the imputation Option, and that the broker has been directed to pay a sufficient portion of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by net proceeds of the Committee. The Committee may also prescribe the form of such note and the security sale to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension in satisfaction of credit is prohibited by lawthe Option exercise price; or
(iv) Any With the consent of the Administrator (which consent may be withheld in its sole and absolute discretion), any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Administrator (which consent may be withheld in its sole and absolute discretion), all or part of such payment may be made in the form of (i) shares of the Company’s Common Stock owned by Holder, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to Holder upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld; provided, that the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of the Option (or which may be repurchased from Holder within six months after such shares of Common Stock were acquired by Holder from the Company) in order to satisfy Holder’s federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Stock Option Agreement (Actavis PLC)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanPlan or this Agreement:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andChief Financial Officer;
(i) Full payment (in cash or by check) for the Shares shares with respect to which the Option or portion of the Option is exercised;
(ii) With the consent of the Chief Financial Officer, shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company;
(iii) With the consent of two Outside Directors, each of whom is a "disinterested person" as defined in Rule 16b-3 and subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option price of the shares with respect to which such Option or portion is exercised; or;
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iiiiv) With the consent of the CommitteeChief Financial Officer, a full recourse promissory note bearing interest (at as least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeChief Financial Officer. The Committee Chief Financial Officer may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(ivv) Any With the consent of the Chief Financial Officer, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii) and (iiiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Chief Financial Officer, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Chief Financial Officer may also take whatever additional actions he or she deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Chief Financial Officer may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company of all amounts amounts, if any, which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of (i) the Chief Financial Officer, shares of the Company's Common Stock owned by the Optionee duly endorsed for transfers, or (ii) two Outside Directors, each of whom is a "disinterested person" as defined in Rule 16b-3 and subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, valued at Fair Market Value as of the date of Option exercise, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (TSW International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or Plan Administrator, at the Secretary's office address given beneath the signature of the Corporation’s authorized officer on the Grant Notice, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) Notice An exercise notice in writing signed by the Optionee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andPlan Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Plan Administrator);
(b) Full payment for the shares of Common Stock with respect to which the Option or portion thereof is exercised in one or more of the following forms:
(i) Full payment (in cash or by check) for check made payable to the Shares with respect to which such Option or portion is exercised; orCorporation;
(ii) Shares shares of any class of Common Stock valued at Fair Market Value on the Company's stock Exercise Date which have been owned by the Optionee for at least six (6) months, duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; orCorporation;
(iii) With through the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that Optionee has placed a loan from market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where in satisfaction of the Option exercise price; provided, that payment of such loan or other extension proceeds is made to the Company upon settlement of credit is prohibited by lawsuch sale; or
(iv) Any subject to any applicable laws, any combination of the consideration provided in the foregoing subsections paragraphs (i), (ii) and (iii).
(c) A bona fide written representation and agreement, in such form as is prescribed by the Administrator, signed by Optionee or the other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “1933 Act”) and then applicable rules and regulations thereunder and any other applicable law, and that Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Corporation against and hold it free and harmless from any loss, damage, expense or liability resulting to the Corporation if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Plan Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the 1933 Act and any other federal or state securities laws or regulations and any other applicable law. Without limiting the generality of the foregoing, the Plan Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the 1933 Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the 1933 Act, and such registration is then effective in respect of such shares;
(d) The receipt by the Company of full payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration used by Participant to pay for such shares under Section 4.3(b), and (ii)subject to Article Four, Section I of the Plan; and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Stock Option Agreement (Strasbaugh)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3 hereof or as otherwise provided under the Plan:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such the Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, shares of the Company's stock Class A Common Stock which have been owned by the Optionee for a period of more than six months, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in the form attached hereto as EXHIBIT A (or, at the discretion of the Committee, such other form which the Committee deems satisfactory), signed by the Optionee or other person then entitled to exercise the Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on the Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; or with the consent of the Committee, the consideration described in clauses (ii) and (iii) of Section 4.3(b) above equal to the sums required to be withheld, may be used to make all or part of such payment; and; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Nextera Enterprises Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may shall be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andBoard;
(ib) Full The payment (in cash or by check) to the Company of the aggregate Option exercise price for the Shares shares with respect to which such Option or portion is exercised; orexercised in:
(i) Cash;
(ii) Shares With the consent of any class the Board, (A) certain shares of the Company's stock ’s Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or;
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Board, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and;
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local law, it is required to withhold in connection with the exercise of the Option or a portion thereof; all or any part of such payment may be made, with the consent of the Board, (i) with certain shares of the Company’s Common Stock owned by the Optionee duly endorsed for transfer, or (ii) with shares of the Company’s Common Stock issuable to the Optionee upon exercise of the Option, in each case, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld;
(d) Such representations and documents as the Board, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other Federal or state securities laws or regulations. The Board may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
(f) Notwithstanding anything herein to the contrary, the Optionee may satisfy the requirements of subsections (b) and (c) of this Section 4.3 concerning payment for the shares and all applicable withholding taxes, with the consent of the Board, through the delivery to the Secretary or his office of (i) an irrevocable written exercise notice containing instructions to the Company to deliver to Optionee’s broker the certificate(s) representing the shares with respect to which the Option or portion is thereby exercised and (ii) timely full payment (in cash or by check) for the shares with respect to which such Option or portion is thereby exercised and all amounts which the Company is required to withhold under federal, state or local law in connection with the exercise of the Option or portion thereof. Notwithstanding anything to the contrary in this Section 4.3, the Board shall not take any discretionary action which will result in the failure of the Plan to satisfy any exemptive condition imposed by Rule 16b-3 of the code with respect to the effected Option or which would be in violation of any applicable law.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Southwest Water Co)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeCommittee or the Board; and
(i) Full payment (in cash or by checkcash) for the Shares shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Committee, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iiiv) Shares With the consent of the Committee, property of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to kind which such Option or portion is thereby exercisedconstitutes good and valuable consideration; or
(iiiv) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option1.2.1 Upon compliance with and subject to the conditions set forth in this Warrant, the Holder may exercise this Warrant, in whole or in part, upon surrender of this Warrant with the form of subscription attached hereto duly executed to the Company at its corporate office at the address indicated in this Warrant, together with the full Purchase Price for each Share to be purchased (i) in lawful money of the United States, or any exercisable portion thereofby certified check, may bank draft or postal or express money order payable in United States dollars to the order of the Company or (ii) in a manner acceptable to the Company.
1.2.2 Upon receipt of this Warrant with the form of subscription duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Warrant is then being exercised, the Company shall cause to be issued certificates or other evidence of ownership, for the total number of whole Shares for which this Warrant is being exercised solely by in such denominations as are required for delivery to the Secretary Holder, and the Company shall thereupon deliver such documents to the Holder or its nominee.
1.2.3 If the Secretary's office of Holder exercises this Warrant with respect to fewer than all of the following prior to Shares that may be purchased under this Warrant, the time when the Option or such portion becomes unexercisable under the Plan:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) Company shall execute a new Warrant for the Shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price balance of the Shares with that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Holder.
1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committeeissue of this Warrant, a full recourse promissory note bearing interest (at least such rate as shall then preclude or the imputation issue of interest under any Shares upon the Code or any successor provision) and payable upon such terms as may be prescribed by the Committeeexercise of this Warrant. The Committee may also prescribe the form of such note and the security to be given for such note. No Option mayCompany shall not, however, be exercised by required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Shares in a promissory note or by a loan from name other than that of the Holder at the time of surrender, and until the payment of such tax, the Company when shall not be required to issue such Shares.
1.2.5 The Company shall, at the time of any exercise of all or where such loan or other extension part of credit is prohibited by law; or
(iv) Any combination this Warrant, upon the request of the consideration Holder hereof, acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant, provided in that if the foregoing subsections (i)Holder of this Warrant shall fail to make any such request, (ii), and (ii); and
(c) Full payment to such failure shall not affect the continuing obligations of the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant afford to Section 4.1 by such Holder any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Optionrights.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by bN delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the Plan:Section 3.3):
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, exercised such notice complying with all applicable rules established by the Committee; and
(i1) Full payment (in cash or by check) for the Shares shares with respect to res which such Option or portion is exercised; : or
(ii2) Shares With the consent of any class the Committee, but subject to the timing requirements of Section 4.4. (A) shares of the Company's stock Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (B) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined under Section 4.2(b) of the Plan) on the date of delivery Option exercise equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii3) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv4) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i1), (ii), 2) and (ii3); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company IfLam sale or distribution of shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to tile effect that any subsequent transfer of shares acquired on all Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear all appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, but subject to tile timing requirements of Section 4.4, (i) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer or (ii) shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, valued in accordance with Section 4.2(b) of the Plan at the date of Option exercise, may be used to make all or part of such payment: and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Director or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andAdministrator or its designee;
(b) Full payment to the Company of the aggregate exercise price, which payment shall be by any of the following, or a combination thereof:
(i) Full payment (in In cash or by check) for the Shares with respect to which such Option or portion is exercised; or;
(ii) Shares Through the delivery of any class a notice that the Director has placed a market sell order with a broker with respect to the shares of Common Stock then issuable upon exercise of the Company's stock owned by Option, and the Optionee duly endorsed for transfer broker pays a sufficient portion of the net proceeds of the sale to the Company with a fair market value on the date of delivery equal to the aggregate Option price in satisfaction of the Shares with respect to which such Option or portion is thereby exercisedexercise price; or
(iii) With the consent of the CommitteeAdministrator, through the surrender of shares of Common Stock then issuable upon exercise of the Option having a full recourse promissory note bearing interest Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof;
(at least such rate as shall then preclude iv) With the imputation consent of interest under the Code Administrator, through the delivery (actually or any successor provisionconstructively) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security shares of Common Stock to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when with a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or where such loan or other extension of credit is prohibited by lawexercised portion thereof; or
(ivv) Any combination With the consent of the Administrator, through any other consideration provided in permitted under the foregoing subsections (i), (ii), Plan and (ii); andapplicable law.
(c) Full payment to the Company (or Subsidiary employer) of all amounts which, under federal, state state, local or local foreign tax law, it is required to withhold upon exercise of the Option, which, with the consent of the Administrator, may be in the form of consideration used by the Director to pay for such shares under Section 4.3(b); provided, however, that if such payment is in the form of shares of Common Stock withheld from exercise or delivered (actually or constructively) by the Director, the Fair Market Value of such shares shall not exceed the sums necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeDirector, appropriate proof of the right of such person or persons to exercise the Option.
(e) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Complete Production Services, Inc.)
Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's office of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under the Planceases to be exercisable:
(a) Notice notice in writing signed by the Optionee or the other person then entitled to exercise the such Option or portion thereof, stating that the such Option or portion thereof is thereby exercised, such notice complying with all applicable rules set forth in the Plan or otherwise established by the committee appointed to administer the Plan (the "Committee"); and(b)
(i) Full full payment (in cash or by check) for the Option Shares with respect to which such Option or portion is thereby exercised; or
(ii) Shares with the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company Company, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value "Fair Market Value" (as that term is defined in the Plan) on the date of delivery Option exercise equal to the aggregate Option price of the Option Shares with respect to which such this Option or portion is thereby exercised; or
(iii) With with the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be are prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any with the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i), (ii), ) and (iiiii); and;
(c) Full payment such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to the Company of effect compliance with all amounts which, under federal, state or local law, it is required to withhold upon exercise applicable provisions of the OptionSecurities Act of 1933 and any other federal or state securities laws or regulations; and
(d) In in the event that the Option or a portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.
Appears in 1 contract
Sources: Stock Option Agreement (Brookdale Living Communities Inc)
Manner of Exercise. The Option, or any exercisable portion thereofof the Option, may be exercised only in accordance with the terms of the Plan and solely by delivery to the Secretary or of the Company ("Secretary's office ") of all of the following items prior to the time when the Option or such portion becomes unexercisable under the terms of the Plan:
(a) Notice in writing signed by the Optionee Recipient or the other person then entitled to exercise the Option or portion thereofof the Option, stating that the intention to exercise the Option or portion thereof is thereby exercisedof the Option, such notice complying with all applicable rules (if any) established by the Board or the Compensation Committee thereof (the "Committee; and");
(ib) Full payment (in cash or by cashier's or certified check, or personal check if such is acceptable to the Secretary) for the Shares shares with respect to which such the Option or portion thereof is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and;
(c) Full payment (in cash or by cashier's or certified check, or personal check if such is acceptable to the Company Secretary) upon demand of all amounts whichan amount sufficient to satisfy any federal (including FICA and FUTA amounts), under state, and/or local withholding tax requirements at the time the Recipient or his beneficiary recognizes income for federal, state or state, and/or local law, it is required tax purposes as the result of the receipt of Shares pursuant to withhold upon the exercise of the Option or portion of the Option; and;
(d) In A bona fide written representation and agreement, in a form satisfactory to the event Board or the Committee, signed by the Recipient or other person then entitled to exercise the Option or portion thereof of the Option, acknowledging that the Shares issued to the Recipient pursuant to the Plan shall be exercised pursuant subject to Section 4.1 by any person or persons other than and all federal and state securities laws, rules and regulations generally applicable to the Optionee, appropriate proof common stock of the right Company, including without limitation, any restrictions on the sale or other transfer of the Shares as well as the restrictions on transfer of the shares set forth in this Agreement. Any certificate representing such Shares shall contain a restrictive legend evidencing the existence of any such restrictions, if applicable. The Board or the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such person representations and agreement and to effect compliance with all federal and state securities laws or persons regulations. The Board or the Committee may require an opinion of counsel acceptable to the Board to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the OptionAct and may issue stop-transfer orders covering such shares.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's ’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) An Exercise Notice in writing signed by the Optionee Associate or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) Shares of any class With the consent of the Company's stock Committee, such payment may be made, in whole or in part, through the delivery of shares of Stock which have been owned by the Optionee Associate for at least six months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) To the extent permitted under applicable laws, through the delivery of a notice that the Associate has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(iv) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Associate or other person then entitled to exercise such Option or portion thereof, stating that the shares of Stock are being acquired for the Associate’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Associate or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, (i) shares of Stock owned by the Associate for at least six months duly endorsed for transfer or (ii) shares of Stock issuable to the Associate upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeAssociate, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in electronic form approved by the Committee or, if no such form has been approved by the Committee, in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such electronic form or notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock ’s Common Stock owned by the Optionee duly endorsed for transfer to the Company Company, or (B) shares of the Company’s Common Stock issuable to Optionee upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or;
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written or electronic representation and agreement, in a form satisfactory to the Committee, signed by Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written or electronic representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company’s Common Stock owned by Optionee duly endorsed for transfer, or, (ii) shares of the Company’s Common Stock issuable to Optionee upon exercise of the Option, valued at Fair Market Value as of the date of Option exercise, may be used to make all or part of such payment; provided that notwithstanding anything herein to the contrary, the number of shares which may be withheld with respect to the satisfaction of any such taxes shall be limited to the number of shares which have a Fair Market Value on the date of withholding equal to the aggregate amount of such withholding obligations based on the minimum applicable statutory withholding rates for federal, state and/or local income and payroll tax purposes; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Owens Illinois Inc /De/)
Manner of Exercise. The At any time and from time to time during the period in which the Option is exercisable under the Plan and this Agreement, the Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or of the Secretary's office Company of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanPlan or this Agreement:
(a) Notice in writing signed by the Optionee Grantee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andChief Financial Officer of the Company;
(ib) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion is exercised; thereby exercised or
(ii) Shares , with the consent of any class the Chief Financial Officer of the Company's stock , (i) shares of the Company’s Common Stock owned by the Optionee Grantee duly endorsed for transfer to the Company Company, or (ii) subject to the timing requirements of Section 3.04, shares of the Company’s Common Stock issuable to Grantee upon exercise of the Option, in either case with a fair market value Fair Market Value on the date of delivery Option exercise equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; or
, or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such a rate as shall then at least preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeChief Financial Officer; or (iv) with the consent of the Chief Financial Officer of the Company, any combination of the consideration provided in the foregoing subsections (b) (i), (ii) or (iii). The Committee Chief Financial Officer may also prescribe the form of such any note and the security to be given for such note. No The Option maymay not, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and;
(c) Full The payment to the Company of all amounts whichamounts, if any, which it is required to withhold under federal, state or local lawlaw in connection with the exercise of the Option. With the consent of the Chief Financial Officer of the Company, it is required (i) shares of the Company’s Common Stock owned by Grantee duly endorsed for transfer, or (ii) subject to withhold the timing requirements of Section 3.04, shares of the Company’s Common Stock issuable to Grantee upon exercise of the Option, in either case valued at Fair Market Value as of the date of Option exercise, may be used to make all or part of such payment.
(d) Such representations and documents as the Chief Financial Officer of the Company deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. The Chief Financial Officer of the Company may also take whatever additional actions he deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and
(de) In the event that the Option or portion thereof shall be exercised pursuant to Section 4.1 3.01 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's ’s office of all of the following prior to the time when the Option or such portion becomes unexercisable under the Plan:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class of the Company's ’s stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Biolase Technology Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery delivering to the Secretary or the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.5 or Section 3.2:
(a) Notice in writing signed by the Optionee Grantee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andCompany.
(ib) Full payment (of the Exercise Price in cash or by check) certified bank check for the Shares shares with respect to which such Option or portion thereof is exercised; exercised or
(ii) Shares of any class of , if acceptable to the Company's stock owned , (i) (A) by the Optionee duly endorsed for transfer surrender or delivery to the Company of shares equal to or less than the Exercise Price or (B) in the event the Company registers its Common Stock under the Securities Act of 1933, as amended (the "Act"), by registration on form S-8 (or any successor form), through the written election of the Grantee to have shares of such Common Stock withheld by the Company from the shares otherwise to be received, with a fair market value such withheld shares having the aggregate Fair Market Value on the date of delivery exercise equal to or less than the aggregate Option price Exercise Price, plus (ii) cash or certified check for any difference between the value of the Shares with respect shares so surrendered or withheld and the Exercise Price;
(c) A bona fide written representation and agreement, in a form satisfactory to which the Company, signed by the Grantee or other person then entitled to exercise such Option or portion is thereby exercised; or
(iii) With thereof, stating that the consent shares of stock are being acquired for the CommitteeGrantee's own account, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation for investment purposes only and without any present intention of interest under the Code distributing or reselling said shares or any successor provision) and payable upon such terms of them except as may be prescribed permitted under the Act, and then applicable rules and regulations thereunder, and that the Grantee or other person then entitled to exercise such Option or portions thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense of liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the Committee. The Committee may also prescribe the form of such note representation and the security agreement referred to be given for such note. No Option mayabove; provided, however, be exercised by delivery that the --------- ------- Company may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of a promissory note such representation and agreement and to effect compliance with the Act and any other federal or by a loan from the Company when state securities laws or where such loan or other extension of credit is prohibited by law; orregulations;
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(cd) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold and remit to any taxing authority upon exercise of the Option; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the Option. Without limiting the generality of the foregoing, the Company may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of subsection (c) above and the agreements herein. The written representation and agreement referred to in subsection (c) and the legend referred to above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares. The Company shall determine acceptable methods for tendering and withholding Common Stock of the Company as payment of the Exercise Price upon exercise of an Option and in satisfaction of any withholding obligation and may impose such limitations and prohibitions on the use of Common Stock of the Company to exercise an Option as it deems appropriate, including without limitation, any limitation or prohibition designed to avoid certain accounting consequences that may result from the use of Common Stock of the Company as payment of the Exercise Price upon exercise of an Option and in satisfaction of any withholding obligation.
Appears in 1 contract
Sources: Nonqualified Stock Option Agreement (Ashton Technology Group Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class (A) shares of the Company's stock Class A Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company's Class A Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) A notice that the Employee has placed a market sell order with a broker with respect to shares of the Company's Class A Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form reasonably satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its reasonable discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; (i) shares of the Company's Class A Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Class A Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Sba Communications Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
3 4 (a) Notice in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4 shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option may, may not be exercised however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined under the Plan) on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, delivery of property of any kind which constitutes good and valuable consideration with a fair market value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(v) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii) and (iiiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, valued in accordance with the Plan at the date of Option exercise, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Mercury General Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's ’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 2.3:
(a) Notice An exercise notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the Committee) (the “Exercise Notice”); and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) Shares of any class With the consent of the Company's stock Committee, such payment may be made, in whole or in part, through the delivery of shares of Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) To the extent permitted under applicable laws, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(iv) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Stock are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, (i) shares of Stock owned by the Optionee for at least six months duly endorsed for transfer or (ii) shares of Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice must be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to Company for the Shares shares with respect to which such Option or portion is exercised, which must be:
(i) In cash; or
(ii) Shares of any class With the consent of the Committee, (A) shares of Company's stock Common Stock owned by the Optionee Employee, and, if acquired from Company, held for at least six months, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option is exercised, or portion (B) shares of Company's Common Stock issuable to Employee upon exercise of the Option, with a Fair Market Value on the date of delivery equal to the aggregate purchase price of the shares as to which the Option is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or notice that Employee has placed a market sell order with a broker with respect to shares of Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to Company in satisfaction of the purchase price of the shares as to which the Option is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by a loan from the Company when or where such loan Employee or other extension person then entitled to exercise such Option or portion as the Committee in its discretion, determines is necessary or appropriate to effect compliance with the Securities Act of credit is prohibited by law; or
(iv) Any combination 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the consideration provided in the foregoing subsections foregoing, such agreement may provide that (i) as of the date of any subsequent transfer of the shares acquired on exercise of the Option (the "Option Shares"), (ii)the Committee may require an opinion of counsel acceptable to it to the effect that such transfer of the Option Shares does not violate the Securities Act of 1933, and (ii); and) Company may issue stop-transfer orders covering the Option Shares. Share certificates evidencing Option Shares will bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) will not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such shares.
(cd) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Committee, (i) shares of Company's Common Stock owned by Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of Company's Common Stock issuable to Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment.
(de) In the event the Option or portion thereof shall be is exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee EXECUTIVE or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeBoard; and
(i) Full payment (in cash or by checkcash) for the Shares shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Board, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iii) With the consent of the Board, (A) shares of the Company's Common Stock owned by the EXECUTIVE duly endorsed for transfer to the Company or (B) shares of the Company's Common Stock issuable to the EXECUTIVE upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iiiiv) With the consent of the CommitteeBoard, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Board, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security security, if any, to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(ivvi) Any With the consent of the Board, any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii)subparagraphs; and
(c) A bona fide written representation and agreement, in a form satisfactory to the Board, signed by the EXECUTIVE or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for the EXECUTIVE's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the EXECUTIVE or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Board may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Board, (i) shares of the Company's Common Stock owned by the EXECUTIVE duly endorsed for transfer, or (ii) shares of the Company's Common Stock issuable to the EXECUTIVE upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the sums required to be withheld, may be used to make all or part of such payment, provided that the number of shares so used for payment of such withholding requirement shall be limited to the number necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEXECUTIVE, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Ortel Corp/De/)
Manner of Exercise. The Option, or any exercisable portion thereof, Option may be exercised solely by delivery to the Secretary secretary of the Company, or the Secretary's office to his/her office, of all of the following after the vesting thereof and prior to the time when the Option or such portion becomes unexercisable under the Planexpiration thereof:
(a) Notice in writing signed by the Optionee Grantee or the any other person then entitled to exercise the Option or portion thereofOption, stating that the Option Option, or a portion thereof thereof, is thereby exercised, such notice complying with all applicable rules established by the Committee; and;
(ib) Full payment (in cash or by check, or as otherwise permitted under Section 5 of this Agreement) to the Company for the Shares with respect to which such Option the Option, or a portion thereof, is exercised; or
(ii) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value on the date of delivery equal to the aggregate Option price of the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and;
(c) Full Such representations and documents as the Company deems reasonably necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended (the "Act"), and any other federal or state securities laws or regulations. (The Company may also take whatever additional actions it deems reasonably appropriate to effect such compliance including, without limitation, placing legends on the certificate(s) evidencing the Shares and issuing stop transfer orders to transfer agents and registrars);
(d) Promptly upon delivery of a written statement by the Company describing in detail the withholding taxes due upon exercise of the Option, full payment to the Company of all amounts which, under federal, state or local lawtax laws, it the Company is required to withhold upon exercise of the OptionOption as determined by the Company promptly upon the Grantee's delivery of the notice described in Section 4(a); and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeGrantee, appropriate proof of the right of such person or persons to exercise the Option. The date of exercise of the Option shall be deemed to be the date all of the foregoing conditions have been satisfied.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator; and
(i) Full payment (in cash by cashiers check or by checkwire transfer) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Administrator, (A) shares of the Company's stock Common Stock owned by the Optionee Employee duly endorsed for transfer to the Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, with a fair market value (as determined under Section 1.18 of the Plan) on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. No That Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections subparagraphs (i), ) - (ii), and (iiiii); and
(b) A bona fide written representation and agreement, in a: form satisfactory to the Administrator, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(c) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Administrator, (i) shares of the Company's Common Stock owned by the Employee duly endorsed for transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Employee upon exercise of the Option, valued in accordance with Section 1.18 of the Plan at the date of Option exercise, may be used to make all or part of such payment; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office Administrator on any business day of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by A written notice of exercise, which notice shall specify the Optionee or the other person then entitled number of shares with respect to exercise which the Option or portion thereof, stating that is being exercised;
(b) Payment in full of the exercise price for the shares of Class A Common Stock for which the Option or portion thereof is thereby being exercised, such notice complying with all applicable rules established by the Committee; and. The exercise price may be paid:
(i) Full payment (in cash or by check) for the Shares with respect to which such Option or portion is exercised; orcash;
(ii) Shares by check;
(iii) by wire transfer;
(iv) in shares of any class of outstanding Class A Common Stock that the Company's stock owned by the Optionee duly endorsed for transfer to the Company with Participant already owns which have a fair market value on the date of delivery surrender equal to the aggregate Option exercise price of the Shares shares with respect to which the Option is being exercised;
(v) pursuant to a “cashless” exercise/sale procedure; or
(vi) pursuant to a “net exercise” arrangement in accordance with Section 7.8(iv) of the Plan;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Participant or other person then entitled to exercise such Option or portion, stating that the shares of Class A Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Participant or other person then entitled to exercise such Option or portion is thereby exercised; or
(iii) With will indemnify the consent Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the Committee, a full recourse promissory note bearing interest (at least shares of Class A Common Stock by such rate as shall then preclude person is contrary to the imputation of interest under the Code or any successor provision) representation and payable upon such terms as may be prescribed by the Committeeagreement referred to above. The Committee may also prescribe may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the form observance and performance of such note representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares of Class A Common Stock acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the security agreements herein. The written representation and agreement referred to be given for such note. No Option mayin the first sentence of this subsection (c) shall, however, not be exercised by delivery required if the shares of a promissory note or by a loan from Class A Common Stock to be issued pursuant to such exercise have been registered under the Company when or where Securities Act, and such loan or other extension registration is then effective in respect of credit is prohibited by law; orsuch shares;
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(cd) Full payment to the Company of all amounts which, under federal, state or local tax law, or other laws of any jurisdiction to which the Participant is subject, it is required to withhold upon exercise of the Option. The Company has the right to deduct from all amounts payable to the Participant as salary or other compensation any taxes required to be withheld with respect to awards under the Plan. The Participant may pay any withholding due in cash, by check, pursuant to a “cashless” exercise/sale procedure or, upon the prior written consent of the Administrator, pursuant to a “net exercise” arrangement; and
(de) In the event the Option or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the Option.
(f) Notwithstanding anything in this Agreement, the Notice of Grant or the Plan to the contrary, but subject to applicable law, if and only if as of 4:15 p.m. Eastern Time on the 12 date on which the Option would otherwise expire pursuant to Section 3.3(a) above (the “Option Expiration Date”), (i) the then Fair Market Value of one share of Class A Common Stock exceeds the Per Share Exercise Price subject to the Option, and (ii) to the extent the Option remains exercisable and has not otherwise expired, terminated, or been cancelled or forfeited (the “Exercisable Options”), then the Exercisable Options shall be deemed to be automatically exercised immediately prior to the Option Expiration Date (the “Automatic Exercise”) pursuant to a “net exercise” arrangement as described in Section 4.3(b)(vi) above by which the Company shall withhold an amount sufficient to cover the aggregate Exercise Price and applicable withholding amounts attributable to such Exercisable Options. The number of shares of Class A Common Stock so withheld shall be rounded up to the nearest whole number as necessary to avoid fractional shares and any excess amount withheld shall be refunded in cash to the Participant. Notwithstanding the foregoing, the Participant may notify the Company, in writing, at least ten (10) business days in advance of the Option Expiration Date, that the Participant wishes to satisfy the aggregate exercise price obligation and/or applicable withholding tax obligation in whole or in part through payment in cash rather than through reduction in the number of shares issued to the Participant in connection with the Automatic Exercise or, alternatively, that the Participant does not wish for the Option subject to Automatic Exercise to be exercised at all. In its sole discretion, the Company may determine to cease automatically exercising options pursuant to this Section 4.3(f), including the Option, at any time upon at least thirty (30) days advanced notice to the Participant.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Sba Communications Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's ’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee. Such notice shall be in such form as is prescribed by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) Shares of any class With the consent of the Company's stock Committee, such payment may be made, in whole or in part, through the delivery of shares of Common Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) To the extent permitted under applicable laws, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale; or
(iv) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in such form as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of Common Stock are being acquired for Rev. 3 10/4/06 the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c), and the share legend referred to immediately above, shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option. With the consent of the Committee, (i) shares of Common Stock owned by the Optionee for at least six months duly endorsed for transfer or (ii) shares of Common Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or the Secretary's office ’s office, or such other place as may be determined by the Administrator, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) Notice An exercise notice substantially in the form attached as Exhibit A hereto (or such other form as is prescribed by the Administrator) (the “Exercise Notice”) in writing signed by the Optionee or the any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator; and
(b) Subject to Section 5(f) of the Plan:
(i) Full payment (in cash or by check) for the Shares with respect to which such the Option or portion thereof is exercised; or
(ii) Shares of any class With the consent of the Company's stock owned Administrator, by delivery of Shares then issuable upon exercise of the Optionee duly endorsed for transfer to the Company with Option having a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof; or
(iii) With the consent of the CommitteeAdministrator, through the (A) delivery by the Optionee to the Company of an irrevocable and unconditional undertaking by a full recourse promissory note bearing interest broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (B) delivery by the Optionee to the Company or a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that payment is then made to the Company at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms time as may be prescribed required by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawAdministrator; or
(iv) Any With the consent of the Administrator, any other method of payment permitted under the terms of the Plan; or
(v) Subject to any applicable laws, any combination of the consideration provided allowed under the foregoing paragraphs.
(c) The receipt by the Company of full payment for any applicable withholding tax in cash or by check or in the foregoing subsections form of consideration to be agreed upon by the Optionee and the Administrator;
(i)d) A joinder or other agreement in the form provided by the Company signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, (ii), and (ii)stating that the Shares received upon exercise of the Option or portion thereof are subject to the terms of the Stockholder Agreement; and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.5 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Life Time Group Holdings, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to the Company for the Shares shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) Shares With the consent of any class the Committee, shares of the Company's stock ’s Common Stock owned by the Optionee Employee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Employee has placed a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination market sell order with a broker with respect to shares of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold Company’s Common Stock then issuable upon exercise of the Option; and, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the purchase price of the shares as to which the Option is exercised.
(dc) In A bona fide written representation and agreement, in a form satisfactory to the event Committee, signed by the Employee or other person then entitled to exercise such Option or portion, as the Committee in its discretion shall determine is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option or portion thereof does not violate the Securities Act of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall be exercised pursuant bear an appropriate legend referring to Section 4.1 by any person or persons other than the Optionee, appropriate proof provisions of this subsection (c) and the right of such person or persons to exercise the Option.agreements
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Rentrak Corp)
Manner of Exercise. The Option, or any exercisable vested portion thereof, of the Option may be exercised solely exercised, in whole or in part, by delivery delivering written notice to the Secretary equity plan administrator designated by the Company (“Administrator”). Such notice may be in electronic or other form as used by the Secretary's office Administrator in its ordinary course of all of the following prior business and as may be amended from time to the time when the Option or such portion becomes unexercisable under the Plantime, and shall:
(a) Notice in writing signed by state the Optionee or the other person then entitled election to exercise the Option or portion thereof, stating that and the Option or portion thereof number of shares in respect of which it is thereby being exercised, such notice complying with all applicable rules established ;
(b) be accompanied by the Committee; and
(i) Full payment (cash, check, bank draft or money order in cash the amount of the Option Price payable to the order of the Administrator designated by the Company; or by check) for the Shares with respect to which such Option or portion is exercised; or
(ii) Shares of any class certificates for shares of the Company's ’s Class C Stock (together with duly executed stock owned powers) or other written authorization as may be required by the Optionee duly endorsed for Company to transfer shares of such Class C Stock to the Company Company, with a fair market an aggregate value on the date of delivery equal to the aggregate Option price Price of the Shares with respect to which such Option Class C Stock being acquired; or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided described in the foregoing subsections clauses (i), (ii), ) and (ii); and
. The Grantee may transfer Class C Stock to pay the Option Price for Class C Stock being acquired pursuant to clauses (cii) Full payment and (iii) above only if such transferred Class C Stock (x) was acquired by the Grantee in open market transactions, (y) has been owned by Grantee for longer than six (6) months, and (z) the Grantee is not subject to any other restrictions on transferring Company securities pursuant to Company policy or federal law. In addition to the exercise methods described above and subject to other restrictions which may apply, the Grantee may exercise the Option through a procedure known as a “cashless exercise,” whereby the Grantee delivers to the Administrator designated by the Company an irrevocable notice of all amounts whichexercise in exchange for the Company issuing shares of the Company’s Class C Stock subject to the Option to a broker previously designated or approved by the Company, under federalversus payment of the Option Price by the broker to the Company, state to the extent permitted by the Committee or local law, it is required the Company and subject to withhold such rules and procedures as the Committee or the Company may determine. Grantee may elect to satisfy any tax withholding obligations due upon exercise of the Option; and
(d) In , in whole or in part, by delivering to the event Company shares of Class C Stock otherwise deliverable upon exercise of the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than as provided under the Optionee, appropriate proof of the right of such person or persons to exercise the OptionPlan.
Appears in 1 contract
Sources: Time Based Option Grant Agreement (Under Armour, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committeeportion; and
(i) Full cash payment (in cash or by check) to the Secretary of the Company for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Committee, (A) shares of the Company's stock ’s Common Stock owned by the Optionee Employee, duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option exercise price of the Shares with respect to which such Option or exercised portion is thereby exercisedthereof, or (B) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least no less than such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Employee has placed a market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii), (iv) and (iiv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Incentive Stock Option Agreement (Griffin Land & Nurseries Inc)
Manner of Exercise. The Option5.1 An Option may, subject to Rule 5.2, be Exercised, in whole or any exercisable portion thereofin part, may be exercised solely by the delivery to the Secretary or Company of:-
5.1.1 an Option Certificate covering at least all the Secretary's office of all of the following prior to the time when Shares over which the Option is then to be Exercised, with the notice of exercise endorsed thereon duly completed and signed by, or such portion becomes unexercisable under on behalf of, the Plan:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeParticipant; and
(i) Full payment (5.1.2 the remittance for, or undertaking to pay, the Exercise Price payable in cash or by check) for respect of the Shares with respect over which the Option is to which be exercised, or otherwise in such form and manner as the Board may, from time to time, prescribe.
5.2 No Option or portion is exercised; or
shall be capable of Exercise unless, prior to such Exercise, the Participant shall have made such arrangements (iiif any) Shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer that are satisfactory to the Company with a fair market value on for the date of delivery equal to reimbursement or, as the aggregate Option price of case may be, the Shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed payment by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination of the consideration provided in the foregoing subsections (i), (ii), and (ii); and
(c) Full payment Participant to the Company and/or any company which is, or has at any time been, a Subsidiary of all amounts whichthe Company of any income tax under the PAYE system, under federalemployee’s National Insurance Contributions and employer’s National Insurance Contributions or its equivalent outside the United Kingdom which the Company and/or such company is, state or local lawwill be, it is required to withhold upon exercise deduct and/or account for to HMRC or any other taxation authority in consequence of any such Exercise. By accepting a grant of an Option, a Participator agrees under Paragraph 3A sub-paragraph 2 of Schedule 1 Social Security Contributions and Benefit Act 1992 for the Company or any Associated Company to recover employers' national insurance arising as a result of the Exercise of the Option; and, in whole or in part.
5.3 The Board may make such regulations as it considers desirable to ensure the receipt of such amounts referred to in Rule 5.2 including, but not limited to, retaining the power to sell or procure the sale of sufficient of the relevant shares which would otherwise have been received by the Participant in order to discharge the relevant liability (dafter deduction of the relevant expenses).
5.4 Each Participant shall, at the request of the Company at any time, enter into an election with that Participant’s employer (using a form approved by HMRC) In to transfer from that Participant’s employer to that Participant the event the Option whole or portion thereof shall be exercised any part of any liability to employer’s national insurance contributions which that Participant has agreed to reimburse or pay pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionRule 5.2.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's office Chief Financial Officer or their respective offices of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) a. Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and;
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or;
(ii) Shares With the consent of the Committee, shares of any class of the Company's stock owned by the Optionee duly endorsed for transfer to the Company with a fair market value Fair Market Value (as determinable by the Committee) on the date of delivery equal to the aggregate Option price of the Shares shares with respect to which such Option or portion is thereby exercised; orexercised (which shares shall be owned by the Optionee for more than six months at the time they are delivered);
(iii) With the consent of the Committee and provided the use of the following procedure by an Optionee would not violate Rule 16(b) under the Exchange Act delivery to the Company of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Option is being exercised directly to a broker, and (y) instructions to the broker to sell such shares and promptly deliver to the Company the portion of the sale proceeds equal to the aggregate Option exercise price;
(iv) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the other form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawcashless exercise permitted under Section 4.4 hereof; or
(ivv) Any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), (iii) and (iiiv); and;
c. A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares;
d. Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) e. In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. The date of exercise of the Option shall be deemed to be the date all of the foregoing conditions are met.
Appears in 1 contract
Sources: Director Stock Option Agreement (Pacificare Health Systems Inc /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 2.3:
(a) Notice in writing A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; andportion.
(ib) Full payment (in cash or by check) to the Company for the Shares shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) Shares With the consent of any class the Committee, shares of the Company's stock ’s Common Stock owned by the Optionee Employee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company Company, with a fair market value Fair Market Value on the date of delivery equal to the aggregate Option purchase price of the Shares with respect shares as to which such the Option or portion is thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Employee has placed a loan from market sell order with a broker with respect to shares of the Company’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any combination in satisfaction of the consideration provided in purchase price of the foregoing subsections (i), (ii), and (ii); andshares as to which the Option is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Employee or other person then entitled to exercise such Option or portion, as the Committee in its discretion shall determine is necessary or appropriate to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, and may issue stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act of 1933, and such registration is then effective in respect of such shares.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; and. With the consent of the Committee, (i) shares of the Company’s Common Stock owned by the Employee, duly endorsed for transfer, with a Fair Market Value equal to the sums required to be withheld, or (ii) shares of the Company’s Common Stock issuable to the Employee upon exercise of the Option with a Fair Market Value equal to the sums required to be withheld, may be used to make all or part of such payment.
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Rentrak Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's ’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the CommitteeAdministrator; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion thereof is exercised; or
(ii) Shares of any class With the consent of the Company's stock Administrator, the delivery of shares of Common Stock which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company Company, or, subject to the timing requirements of Section 5.4 of the Plan, the surrender of shares of Common Stock then issuable upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery Option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion thereof is thereby exercised; or
(iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. No Option may, however, be exercised by delivery of a promissory note or by notice that the Optionee has placed a loan from market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company when or where in satisfaction of the exercise price, provided that payment of such loan or other extension proceeds is then made to the Company upon settlement of credit is prohibited by lawsuch sale; or
(iv) Any With the consent of the Administrator, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Administrator, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Administrator may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing Common Stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Administrator, (i) shares of the Common Stock owned by the Optionee duly endorsed for transfer, or (ii) subject to the timing requirements of Section 5.4 of the Plan, shares of the Common Stock issuable to the Optionee upon exercise of the Option, having a Fair Market Value at the date of Option exercise equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income, may be used to make all or part of such payment; and
(de) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or the Secretary's his office of all of the following prior to the time when the Option or such portion becomes unexercisable under the PlanSection 3.3:
(a) Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereofportion, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash or by check) for the Shares shares with respect to which such Option or portion is exercised; or
(ii) Shares With the consent of any class the Chief Financial Officer, (A) shares of the Company's stock Common Stock owned by the Optionee duly endorsed for transfer to the Company Company, or (B) subject to any timing requirements imposed by the Company, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a fair market value Fair Market Value on the date of delivery option exercise equal to the aggregate Option purchase price of the Shares shares with respect to which such Option or portion is thereby exercised; or
(iii) With the consent of the CommitteeChief Financial Officer, a full recourse promissory note bearing interest (at least at such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the CommitteeChief Financial Officer. The Committee may also prescribe the form of such note and the security to be given for such note. No The Option maymay not be exercised, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) Any With the consent of the Chief Financial Officer, any combination of the consideration provided in the foregoing subsections subparagraphs (i), (ii), ) and (iiiii); and
(c) Full payment to the Company of all amounts which, under federal, state or local law, it is required to withhold upon exercise of the Option; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Sources: Non Qualified Stock Option Agreement (Manor Care Inc)