Acknowledgments of Optionee Sample Clauses

Acknowledgments of Optionee. Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, fully understands all provisions of the Plan and this Agreement and, by accepting the Notice of Xxxxx, acknowledges and agrees to all of the provisions of the Grant Notice, the Plan and this Agreement.

Acknowledgments of Optionee. The Option granted under this Agreement is intended to provide to the Optionee an opportunity to purchase Shares. The Optionee provides service to NVR in the capacity of a non-employee director. The Optionee acknowledges that such position, the Option granted under this Agreement and the other benefits of his or her service in that capacity are being conferred upon the Optionee only because of and on the condition of the willingness of the Optionee to commit his or her best efforts and loyalty to NVR in the performance of the duties of that position.

Acknowledgments of Optionee. Optionee acknowledges and agrees that Optionee and his or her transferees shall have no rights as a shareholder with respect to any Option Shares until the date of the issuance of a stock certificate (or such other means of issuance of the Option Shares as provided by the Company in accordance with the terms of the Plan) evidencing such Option Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 13 of the Plan.

Acknowledgments of Optionee. Optionee acknowledges and agrees that: a. Optionee is aware that this Option is NOT an Incentive Stock Option as contemplated under the Internal Revenue Code; b. Optionee and his transferees have no rights as a stockholder with respect to any shares covered by this Agreement until the date of the issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other right for which the record date is prior to the date such stock certificate is issued, except as provided herein.

Acknowledgments of Optionee. The Options granted pursuant to this Stock Option Agreement are personal to the Optionee and, prior to exercising such Options, may not be assigned or transferred to any other person except by will or the laws of descent and distribution. The Optionee acknowledges that he was informed that the Option Shares are not currently registered under the Act. Even after the Options are exercised, unless the Company has registered the Option Shares under the Act at that time, the Option Shares may not be transferred or otherwise disposed of unless the Option Shares are subsequently registered under the Act or an exemption from such registration is available. The Optionee was informed that the Company is under no obligation to register the Option Shares under the Act or to comply with any other applicable exemption under the Act with respect to the Option Shares. The undersigned will not sell or otherwise transfer the Option Shares, except by will or the laws of descent and distribution or except when such sale or transfer is made in compliance with the Act and all federal, state and local laws. The Optionee accepts the Options described herein in full satisfaction of all stock options and rights to receive any stock compensation under the Service Agreement.

Acknowledgments of Optionee. Optionee acknowledges and agrees that: (a) Although the Company has made a good faith attempt to qualify the Option as an incentive stock option within the meaning of Sections 421, 422 and 424 of the Code, the Company does not warrant that the Option granted herein constitutes an "incentive stock option" within the meaning of such sections, or that the transfer of Option Shares will be treated for federal income tax purposes as specified in Section 421 of the Code. (b) Optionee shall notify the Company in writing within fifteen (15) days of each disposition (including a sale, exchange, gift or a transfer of legal title) of the Option Shares made within three years after the issuance of such Option Shares. (c) Optionee understands that if, among other things, he or she disposes of any Option Shares granted within two years of the granting of the Option to him or within one year of the issuance of such shares to him, then such Option Shares will not qualify for the beneficial treatment which Optionee might otherwise receive under Sections 421 and 422 of the Code. (d) Optionee and his transferees shall have no rights as a shareholder with respect to any Option Shares until the date of the issuance of a stock certificate (or such other means of issuance of the Option Shares as provided by the Company in accordance with the terms of the Plan) evidencing such Option Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 13 of the Plan.

Acknowledgments of Optionee. (a) NO RIGHT TO CONTINUATION OF BOARD MEMBERSHIP. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF ORDINARY SHARES PURSUANT TO THE OPTION IS EARNED ONLY BY CONTINUING BOARD MEMBERSHIP AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING APPOINTED TO THE BOARD OF DIRECTORS, BEING GRANTED THIS OPTION OR ACQUIRING ORDINARY SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMMTOUCH SOFTWARE LTD. 1999 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN THAT IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF BOARD MEMBERSHIP BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S BOARD MEMBERSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

Acknowledgments of Optionee. The Options granted pursuant to this Stock Option Agreement are personal to the Optionee and, prior to exercising such Options, may not be assigned or transferred to any other person except by will or the laws of descent and distribution. The Optionee acknowledges that he was informed that the Option Shares are not currently registered under the Act. Even after the Options are exercised, unless the Company has registered the Option Shares under the Act at that time, the Option Shares may not be transferred or otherwise disposed of unless the Option Shares are subsequently registered under the Act or an exemption from such registration is available. The Optionee was informed that the Company is under no obligation to register the Option Shares under the Act or to comply with any other applicable exemption under the Act with respect to the Option Shares. However, the undersigned is aware that the Company has entered into a Share for Share Exchange Agreement (the "Share Exchange Agreement") dated December 15, 1996 with TLC The Laser Center, Inc. ("TLC") pursuant to which, if the transaction contemplated therein closes, TLC will have obligations to register TLC shares held by the Company's former shareholders under the circumstances described in the Share Exchange Agreement and other documents referenced therein. The undersigned will not sell or otherwise transfer the Option Shares, except by will or the laws of descent and distribution or except when such sale or transfer is made in compliance with the Act and all applicable federal, state and local laws. The Optionee accepts the Options described herein in full satisfaction of all stock options and rights to receive any stock compensation under the Service Agreements.

Acknowledgments of Optionee. Optionee acknowledges and agrees that: (a) Although the Company has made a good faith attempt to qualify the Option as an incentive stock option within the meaning of Sections 421, 422 and 424 of the Code (if the Grant Notice provides that the Option is an Incentive Stock Option), the Company does not warrant that the Option granted herein constitutes an “incentive stock option” within the meaning of such sections, or that the transfer of Option Shares will be treated for federal income tax purposes as specified in Section 421 of the Code. (b) In the event the Option is not an incentive stock option within the meaning of Sections 421, 422 and 424 of the Code (whether or not the Grant Notice provides that the Option is an Incentive Stock Option) and it is determined that the per share Exercise Price of the Option (as set forth in the Notice of Grant of Option) is less than the fair market value of a share of the Company’s Common Stock as of the date of grant of the Option, Optionee could have deferred compensation pursuant to Section 409A of the Code in an amount equal to the difference between the fair market value of a share of the Company's Common Stock as of the date that the Option vests and the per share Exercise Price multiplied by the number of Option Shares then vesting (the “spread”). As a result, because the Option likely will not be compliant with the rules in respect of deferred compensation under Section 409A, Optionee could have taxable income (taxed at ordinary income tax rates) in an amount equal to the spread on each vesting date. Optionee would also incur a tax equal to 20% of the spread (and to the extent that Optionee is a California resident, Optionee could incur an additional tax equal to 20% of the spread). The Company does not warrant that the Exercise Price of the Option is equal to or greater than the fair market value of the Common Stock as of the date of grant. Because the issues relating to Section 409A are complex, the Company recommends that Optionee consult with his or her tax advisors as to the possible tax consequences arising from the grant of the Option. (c) Optionee shall notify the Company in writing within fifteen (15) days of each disposition (including a sale, exchange, gift or a transfer of legal title) of the Option Shares made within three years after the issuance of such Option Shares. (d) If the Grant Notice provides that the Option is an Incentive Stock Option, Optionee understands that if, among other things,...

Acknowledgments of Optionee. Optionee acknowledges and agrees that: (a) Optionee and his transferees shall have no rights as a shareholder with respect to any Option Shares until the date of the issuance of a stock certificate evidencing such Option Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 9 is below. (b) All certificates representing the Option Shares shall have endorsed thereon the following legends, the provisions of which are hereby incorporated into the Option Agreement: