Common use of Manner of Exercising Option Clause in Contracts

Manner of Exercising Option. (a) In order to exercise all or any portion of the Option, Optionee must take the following actions: (i) Execute and deliver to the Company a notice of option exercise in the form authorized by the Company (the “Notice of Exercise”) as to the Option Shares for which the Option is to be exercised or comply with such other procedures as the Company may establish for notifying the Company of such exercise; (ii) Pay the aggregate Exercise Price in accordance with Section 7 of the Plan; (iii) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise the Option; and (iv) Make appropriate arrangements with the Company or the Related Entity employing or retaining Optionee (the “Employer”) for the satisfaction of all applicable Withholding Taxes. (b) As soon as practical after the date the Option is exercised, the Company will issue to or on behalf of Optionee (or any other person or persons exercising the Option) the purchased Option Shares, subject to appropriate restrictions, if any. (c) In no event may the Option be exercised for any fractional Option Shares. (d) The exercise of the Option and the issuance of the Option Shares upon such exercise will be subject to compliance by the Company and Optionee with all Applicable Laws relating thereto, as determined by counsel for the Company. (e) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, will use its reasonable best efforts to obtain all such approvals.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any portion part of the OptionOptioned Shares for which this option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or legatee, as the case may be) must take the following actions: (i) Execute and deliver to the Secretary of the Company a written notice of option exercise (the "Notice"). Any such Notice shall be substantially in the same form authorized by the Company (the “Notice of Exercise”) as to the Option Shares for which the Option is to be exercised or comply with such other procedures as the Company may establish for notifying the Company of such exerciseattached Exhibit "A"; (ii) Pay the aggregate Exercise Price option price for the purchased shares (plus an amount equal to required federal and state tax withholding on the taxable income recognized at the time of such exercise) in accordance with Section 7 of the Plan;cash; and (iii) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise the Option; and (iv) Make appropriate arrangements with the Company or the Related Entity employing or retaining Optionee (the “Employer”) for the satisfaction of all applicable Withholding Taxesthis option. (b) This option shall be deemed to have been exercised with respect to the number of Optioned Shares specified in the Notice at such time as the Notice has been delivered to the Company. Payment of the option price (and withholding amount) shall immediately become due and shall accompany the Notice. As soon thereafter as practical after the date the Option is exercisedpractical, the Company will issue shall mail or deliver to Optionee or on behalf of Optionee (or any to the other person or persons exercising this option a certificate or certificates representing the Option) the shares so purchased Option Shares, subject to appropriate restrictions, if anyand paid for. (c) In no event may the Option be exercised for any fractional Option Shares. (d) The exercise of the Option and the issuance of the Option Shares upon such exercise will be subject to compliance by the Company and Optionee with all Applicable Laws relating thereto, as determined by counsel for the Company. (e) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, will use its reasonable best efforts to obtain all such approvals.

Manner of Exercising Option. (a) In order Subject to the terms and conditions of this Agreement, the Option may be exercised by mailing written notice of exercise to the Company at its principal executive office, marked for the attention of its Secretary. The notice shall state the election to exercise all or any portion the Option and the number of Common Shares in respect of which it is being exercised, and shall be signed by the person exercising the Option. If the person exercising the Option is not the Employee, Optionee must take he or she shall also send with the following actionsnotice appropriate proof of his or her right to exercise the Option. Such notice shall be accompanied by either: (i) Execute and deliver Payment (by check, bank draft or money order payable to the Company a notice Company) of option exercise in the form authorized by full purchase price of the Company (the “Notice of Exercise”) as to the Option Common Shares for which the Option is to be exercised or comply with such other procedures as the Company may establish for notifying the Company of such exercise;being purchased; or (ii) Pay the Certificates for unencumbered Common Shares having an aggregate Exercise Price Fair Market Value (as defined in accordance with Section 7 paragraph 6 of the Plan;) on the date of exercise equal to the purchase price of the Common Shares to be purchased; or (iii) Furnish A combination of cash and such unencumbered Common Shares. The employee shall duly endorse all certificates delivered to the Company appropriate documentation pursuant to the foregoing subparagraph (a)(ii) or (iii) in blank and shall represent and warrant in writing that he or she is the person or persons exercising owner of the Option (if other than Optionee) have the right to exercise the Option; and (iv) Make appropriate arrangements with the Company or the Related Entity employing or retaining Optionee (the “Employer”) for the satisfaction shares so delivered free and clear of all applicable Withholding Taxesliens, security interests and other restrictions or encumbrances. (b) As soon as practical practicable after receipt of the date the Option is exercisedpurchase price provided for above, the Company will issue shall deliver to or on behalf of Optionee (or any other the person or persons exercising the Option) , in the purchased Option Sharesname of the Employee, subject to appropriate restrictionsor his or her estate or heirs, as the case may be, a certificate or certificates representing the Common Shares being purchased. The Company shall pay all original issue or transfer taxes, if any. (c) In no event may the Option be exercised for any fractional Option Shares. (d) The exercise of the Option and the issuance of the Option Shares upon such exercise will be subject to compliance by the Company and Optionee with all Applicable Laws relating thereto, as determined by counsel for the Company. (e) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability with respect to the non-issuance issue or sale transfer of the Common Stock as Shares to which such approval the person exercising the Option and all fees and expenses necessarily incurred by the Company in connection therewith. All Common Shares so issued shall be fully paid and nonassessable. Notwithstanding anything to the contrary in this Agreement, the Company shall not have been obtained. The Companybe required, howeverupon the exercise of this Option or, will use its reasonable best efforts any part thereof, to obtain all issue or deliver any Common Shares prior to the completion of such approvalsregistration or other qualification of such Common Shares under any State law, rule or regulation as the Company shall determine to be necessary or desirable.

Manner of Exercising Option. a. This Option may be exercised only as to whole shares and only by written notice signed by Optionee (aor in the case of exercise after Optionee's death or disability, by Optionee's legal representative, executor, administrator, heir or legatee, as the case may be) In order and mailed or delivered to the President or Secretary of the Company at its principal office, which notice shall: (i) specify the number of Option Shares with respect to which Option is being exercised; (ii) be accompanied by payment in full in cash; (iii) if the shares of Common Stock issuable upon exercise all of the Option are not then covered by a current registration statement of the Company under the Securities Act of 1933, as amended (the "Securities Act"), include a statement to the effect that Optionee, or any portion of other person exercising the Option, Optionee must take the following actions: (i) Execute and deliver to the Company a notice of option exercise in the form authorized by the Company (the “Notice of Exercise”) as to is purchasing the Option Shares for which investment and not with a view to, or for sale in, any distribution thereof; and (iv) if the Option is to being exercised by a person or persons other than Optionee, be exercised or comply with such other procedures as the Company may establish for notifying the Company of such exercise; (ii) Pay the aggregate Exercise Price in accordance with Section 7 of the Plan; (iii) Furnish accompanied by proof satisfactory to the Company appropriate documentation and its counsel, that the such person or persons exercising the Option (if other than Optionee) have the right to exercise the Option; and (iv) Make appropriate arrangements with the Company or the Related Entity employing or retaining Optionee (the “Employer”) for the satisfaction of all applicable Withholding Taxes. (b) As soon as practical after the date the Option is exercised, the Company will issue . Prior to or on behalf of Optionee (or any other person or persons exercising the Option) the purchased Option Shares, subject to appropriate restrictions, if any. (c) In no event may the Option be exercised for any fractional Option Shares. (d) The exercise of the Option and the issuance of the Option Shares upon hereunder, Optionee shall: (i) execute and deliver to the Company such exercise will other representations in writing as may be subject to compliance reasonably requested by the Company in order for it to comply with the applicable requirements of Federal and Optionee State securities laws and (ii) pay to the Company an amount equal to the federal withholding tax obligation with all Applicable Laws relating theretorespect to the exercised Option Shares, as reasonably determined by counsel for the Company. (e) The inability of the Company b. This Option shall be deemed to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability have been exercised with respect to the non-issuance or sale Option Shares specified in said notice at the time of receipt by the Company of: (i) the notice specified in Section 6(a) hereof; (ii) any representations reasonably required by the Company pursuant to Section 7(a) hereof; and (iii) the payments required in Section 6(a) hereof. c. Unless the shares of Common Stock issuable upon exercise of the Common Stock as Option are covered by a then current registration statement of the Company under the Securities Act, the certificates representing the Option Shares issued or to which such approval be issued hereunder shall not have been obtained. The Companybe stamped or otherwise imprinted with legends substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, howeverAS AMENDED, will use its reasonable best efforts to obtain all such approvalsOR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

Manner of Exercising Option. (a) In order to exercise this option with respect to all or any portion part of the OptionOption Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to the Company Corporation a notice of option exercise in the form authorized by the Company (the “Notice of Exercise”) as to Exercise for the Option Shares for which the Option option is to be exercised or comply with such other procedures as the Company Corporation may establish for notifying the Company Corporation of such exercise;the exercise of this option for one or more Option Shares. (ii) [Pay the aggregate Exercise Price for the purchased shares in accordance with one or more of the forms identified in Article Two, Section 7 I(A)(2) of the Plan;.] [Pay the aggregate Exercise Price for the purchased shares in the form identified in Article Two, Section I(A)(2)(iii) of the Plan]. (iii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise the Option; andthis option. (iv) Make appropriate arrangements with the Company Corporation (or the Related Entity Parent or Subsidiary employing or retaining Optionee (the “Employer”Optionee) for the satisfaction of all applicable Withholding Taxesincome and employment tax and Foreign Tax withholding requirements and any employer taxes passed through to the Optionee under Article Two, Section V.B., V.C. or V.D of the Plan applicable to the option grant, exercise, or vesting. (b) As soon as practical after administratively practicable following the date on which the Option option is exercisedexercised in accordance with this Paragraph 8, the Company will Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising the Optionthis option) a certificate (which may be in electronic form) for the purchased Option Shares, subject to with the appropriate restrictionslegends, if anyapplicable. (c) In no event may the Option this option be exercised for any fractional Option Sharesshares. (d) The exercise of the Option and the issuance of the Option Shares upon such exercise will be subject to compliance by the Company and Optionee with all Applicable Laws relating thereto, as determined by counsel for the Company. (e) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, will use its reasonable best efforts to obtain all such approvals.

Manner of Exercising Option. A. This Option may be exercised only as to whole shares and only by written notice signed by Optionee (aor in the case of exercise after Optionee's death by Optionee's legal representative, executor, administrator, heir or legatee, as the case may be) In order and mailed or delivered to the Secretary of the Company at its principal office, which notice shall: (i) specify the number of Option Shares with respect to which the Option is being exercised; (ii) be accompanied by payment in full in cash; (iii) if the shares of Common Stock issuable upon exercise all of the Option are not then covered by a current registration statement of the Company under the Securities Act of 1933, as amended (the "Securities Act"), include a statement to the effect that Optionee, or any portion of other person exercising the Option, Optionee must take the following actions: (i) Execute and deliver to the Company a notice of option exercise in the form authorized by the Company (the “Notice of Exercise”) as to is purchasing the Option Shares for which investment and not with a view to, or for sale in, any distribution thereof; and (iv) if the Option is to being exercised by a person or persons other than Optionee, be exercised or comply with such other procedures as the Company may establish for notifying the Company of such exercise; (ii) Pay the aggregate Exercise Price in accordance with Section 7 of the Plan; (iii) Furnish accompanied by proof satisfactory to the Company appropriate documentation and its counsel, that the such person or persons exercising the Option (if other than Optionee) have the right to exercise the Option; and (iv) Make appropriate arrangements with the Company or the Related Entity employing or retaining Optionee (the “Employer”) for the satisfaction of all applicable Withholding Taxes. (b) As soon as practical after the date the Option is exercised, the Company will issue . Prior to or on behalf of Optionee (or any other person or persons exercising the Option) the purchased Option Shares, subject to appropriate restrictions, if any. (c) In no event may the Option be exercised for any fractional Option Shares. (d) The exercise of the Option and the issuance of the Option Shares upon hereunder, Optionee shall execute and deliver to the Company such exercise will other representations in writing as may be subject to compliance reasonably requested by the Company in order for it to comply with the applicable requirements of Federal and Optionee with all Applicable Laws relating thereto, as determined by counsel for the Companystate securities laws. (e) The inability of the Company B. This Option shall be deemed to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability have been exercised with respect to the non-issuance or sale Option Shares specified in said notice at the time of receipt by the Company of: (i) the notice specified in Section 7(A) hereof; (ii) any representations reasonably required by the Company pursuant to Section 7(A) hereof; and (iii) the payment required in Section 7(A) hereof. C. Unless the shares of Common Stock issuable upon exercise of the Common Stock as Option are covered by a then current registration statement of the Company under the Securities Act, the certificates representing the Option Shares issued or to which such approval be issued hereunder shall not have been obtained. The Companybe stamped or otherwise imprinted with legends substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, howeverAS AMENDED, will use its reasonable best efforts to obtain all such approvalsOR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

Manner of Exercising Option. (a) In order to exercise all or any portion of the Option, Optionee must take the following actions: (i) Execute and deliver to the Company a notice of option exercise in the form authorized by the Company (the “Notice of Exercise”) as to the Option Shares for which the Option is to be exercised or comply with such other procedures as the Company may establish for notifying the Company of such exercise; (ii) Pay the aggregate Exercise Price in accordance with Section 7 8(a) of the Plan; (iii) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise the Option; and (iv) Make appropriate arrangements with the Company (or the Related Entity employing or retaining Optionee (the “Employer”Affiliate) for the satisfaction of all applicable Withholding Taxesany withholding taxes. (b) As soon as practical after the date the Option is exercised, the Company will issue to or on behalf of Optionee (or any other person or persons exercising the Option) a certificate for the purchased Option SharesShares (either in paper or electronic form), subject to appropriate restrictions, if any. (c) In no event may the Option be exercised for any fractional Option Shares. (d) The exercise of the Option and the issuance of the Option Shares upon such exercise will be subject to compliance by the Company and Optionee with all Applicable Laws relating thereto, as determined by counsel for the Company. (e) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock Shares as to which such approval shall not have been obtained. The Company, however, will use its reasonable best efforts to obtain all such approvals.

Manner of Exercising Option. (a) In order to exercise all or any portion of the Option, Optionee must take the following actions: (i) Execute and deliver to the Company a notice of option exercise in the form authorized by the Company (the “"Notice of Exercise”") as to the Option Shares for which the Option is to be exercised or comply with such other procedures as the Company may establish for notifying the Company of such exercise; (ii) Pay the aggregate Exercise Price in accordance with Section 7 of the Plan; (iii) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise the Option; and (iv) Make appropriate arrangements with the Company or the Related Entity employing or retaining Optionee (the “Employer”) for the satisfaction of all applicable Withholding Taxes. (b) As soon as practical after the date the Option is exercised, the Company will issue to or on behalf of Optionee (or any other person or persons exercising the Option) the purchased Option Shares, subject to appropriate restrictions, if any. (c) In no event may the Option be exercised for any fractional Option Shares. (d) The exercise of the Option and the issuance of the Option Shares upon such exercise will be subject to compliance by the Company and Optionee with all Applicable Laws relating thereto, as determined by counsel for the Company. (e) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to the Option will relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, will use its reasonable best efforts to obtain all such approvals.