Conditions of Exercise. Unless otherwise determined by the Plan Administrator in its sole discretion, the Options will be exercisable only in accordance with the conditions stated in this Section 3.
(a) Except as otherwise provided in Section 10.1(b) of the Plan, the Options may be exercised only to the extent they have become exercisable in accordance with the provisions of this Section 3(a) or Section 3(b), and subject to the provisions of Section 3(c). That number of each type of Options that is equal to the fraction or percentage specified on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Options that are subject to this Agreement, in each case rounded down to the nearest whole number of such type of Options, shall become exercisable on each of the dates specified on Schedule I hereto (each such date, together with any other date on which Options vest pursuant to this Agreement, a “Vesting Date”).
(b) If rounding pursuant to Section 3(a) prevents any portion of an Option from becoming exercisable on a particular Vesting Date (any such portion, an “Unvested Fractional Option”), one additional Option to purchase a share of the type of Common Stock covered by such Option will become exercisable on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Options to purchase shares of such type of Common Stock (including any Unvested Fractional Option created on such succeeding Vesting Date) equals or exceeds one whole Option, with any excess treated as an Unvested Fractional Option thereafter subject to the application of this Section 3(b). Any Unvested Fractional Option comprising part of a whole Option that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Option.
(c) Notwithstanding the foregoing, (i) in the event that any date on which Options would otherwise become exercisable is not a Business Day, such Options will become exercisable on the first Business Day following such date, (ii) all Options will become exercisable on the date of the Grantee’s termination of employment or, if the Grantee is a non-employee director of the Company, on the date of the Grantee’s termination of service as such if (A) the Grantee’s employment with the Company or a Subsidiary or service as a non-employee director, as applicable terminates by reason of Disability or (B) the Grantee dies while employed by the Company or a Subsidiary or while serving as a non-employee dir...
Conditions of Exercise. Unless otherwise determined by the Committee in its sole discretion (provided that such determination is not adverse to the Grantee), the Options will be exercisable only in accordance with the conditions stated in this Section 3.
(a) The Options may be exercised only to the extent they have become vested and exercisable in accordance with the provisions of this Section 3. Except as otherwise provided in this Agreement or the Employment Agreement, subject to the Grantee’s continued employment with or service to the Company or any Subsidiary on such date, all of the Options subject to this Agreement will become vested and exercisable on December 31, 2020.
(b) Notwithstanding the foregoing, (i) all Options will become vested and exercisable on the date of the Grantee’s Separation if (A) the Grantee’s Separation occurs on or after the Grant Date by reason of Disability or (B) the Grantee dies while employed by or providing services to the Company or a Subsidiary, and (ii) Options that have not theretofore become vested and exercisable will become vested and exercisable to the extent provided in Section 7 of this Agreement, on the date of the Grantee’s Separation.
(c) To the extent the Options become vested and exercisable, any or all of such Options may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof as provided herein. The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the Options and that the exercise by the Grantee of Options will be subject to the further condition that such exercise is made in accordance with all such rules and regulations as the Committee may determine are applicable thereto.
Conditions of Exercise. (a) Unless otherwise determined by the Committee in its sole discretion, the SARs will be exercisable only in accordance with the conditions stated herein.
(i) Except as otherwise provided in Section 11.1(b) of the Plan, in the last sentence of this Section 3(a)(i) or in Section 3(b), the SARs will not be exercisable until six months from the Grant Date and may be exercised thereafter only to the extent they have become exercisable in accordance with the following schedule:
(A) On the Corresponding Day in the sixth month following the Grant Date, 12.5% of the SARs will be exercisable;
(B) On the Corresponding Day in the ninth month following the Grant Date and on the Corresponding Day in each third month thereafter, an additional 6.25% of the SARs will become exercisable; and
(C) On and after the Corresponding Day in the forty-eighth (48) month following the Grant Date, 100% of the SARs will be exercisable. [Please refer to the website of the Third Party Administrator for the specific vesting schedule related to the exercisability of the SAR (click on the specific grant under the tab labeled “Grants/Award/Units”).] Notwithstanding the foregoing, (x) all SARs will become exercisable on the date of Termination of Service if the Termination of Service occurs by reason of Grantee’s death or Disability, and (y) if the Termination of Service is by the Company or a Subsidiary without Cause (as determined in the sole discretion of the Committee) more than six months after the Grant Date, the Grantee will be entitled to exercise all SARs that had previously become exercisable, plus the product of (A) one-third (1/3) of the additional number of SARs that would have become exercisable on the next following vesting date in accordance with the above schedule, times (B) the number of full months of employment completed since the most recent date of vesting in accordance with the foregoing schedule.
(ii) To the extent the SARs become exercisable, all or any of such SARs may be exercised (at any time or from time to time, except as otherwise provided herein) until expiration of the Term or earlier termination thereof.
(iii) The Grantee acknowledges and agrees that the Committee, in its discretion and as contemplated by Section 3.3 of the Plan, may adopt rules and regulations from time to time after the date hereof with respect to the exercise of the SARs and that the exercise by the Grantee of SARs will be subject to the further condition that such exercise is made in acc...
Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such exercise all of the following conditions are met:
(a) it is lawful at the time of exercise for the Holder to own the number of shares of Common Stock which the Holder would own upon such exercise of this Warrant, and the exercise of this Warrant and such Holder's acquisition of such Common Stock hereunder does not violate the Communications Act or other applicable law, rule or regulation and any filing required under the Xxxx-Xxxxx-Xxxxxx Act of 1976 has been made and the waiting period has expired or been terminated;
(b) the Company has received such evidence as it may reasonably request confirming the foregoing, including, without limitation, an opinion in form and substance, and from counsel, reasonably satisfactory to the Company and, if the Company requests, an agreement from the Holder reasonably satisfactory to the Company indemnifying the Company against losses in the event the exercise of this Warrant violates the Communications Act; and
(c) any required approval from the Federal Communications Commission has been received. In the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.
Conditions of Exercise. The Optionee (or his legal representative following the death of the Optionee) shall have the right to exercise the Option only while the Optionee is a director of the Company; provided, however, the Option may be exercised at any time within three (3) months after the date the Optionee ceases to be a director, but only to the extent that it was exercisable upon such date of termination and in no event after the Expiration Date.
Conditions of Exercise. Subject to the Optionee’s continued employment with or service to the Company, this Option shall vest and become exercisable as to one-third (1/3) of the shares subject to the Option on each of the first, second and third anniversaries of the Date of Grant. Notwithstanding anything in this Agreement to the contrary, the Option may be exercised only to purchase whole shares of Common Stock, and in no case may a fraction of a share of Common Stock be purchased. The right of the Optionee to purchase Option Shares with respect to which this Option has become exercisable as herein provided may only be exercised prior to the termination of the Option.
Conditions of Exercise. The TCOMA Option and TCOMA Tandem SARs are exercisable only in accordance with the conditions stated in this paragraph.
(a) Except as otherwise provided in paragraph 12(b) below or in the last sentence of this subparagraph (a), the TCOMA Option shall not be exercisable until August 4, 1996 and the TCOMA Option may only be exercised to the extent the TCOMA Option Shares have become available for purchase in accordance with the following schedule: Percentage of TCOMA Option Date Shares Available for Purchase ---- ----------------------------- August 4, 1996 20% August 4, 1997 40% August 4, 1998 60% August 4, 1999 80% August 4, 2000 100% Notwithstanding the foregoing, all TCOMA Option Shares shall become available for purchase if Grantee's employment with the Company and its Subsidiaries (i) shall terminate by reason of (x) termination by the Company without cause (as defined in Section 10.2(b) of the Plan), (y) termination by Grantee for good reason (as defined herein) or (z) Disability, (ii) shall terminate pursuant to provisions of a written employment agreement, if any, between the Grantee and the Company which expressly permit the Grantee to terminate such
Conditions of Exercise. [If granted pursuant to AMERIGROUP’s Bonus Plan]
(a) Subject to Section 5 below, the Option shall become vested on the Date of Grant as to percent ( %) of the Option Shares, as to an additional percent ( %) of the Option Shares on April 1, 200 and as to an additional percent ( %) of the Option Shares quarterly thereafter, such that the Option shall become fully (100%) vested on , 200_.
(a) Subject to Section 5 below, the Option shall become vested as to of the Option Shares on the first anniversary of the Date of Grant, and as to an additional of the Option Shares quarterly thereafter, such that the Option shall become fully (100%) vested on .
(b) Prior to the Expiration Date, this Option may, subject to Section 5 below, be exercised in whole or in part at any time, but only as to Option Shares that have vested. Without limiting Section 5, if Optionee’s employment or service with the Company and all Subsidiaries and Affiliates terminates, then from and after such Termination Date (as defined in Section 5 below), this Option may be exercised only with respect to Option Shares that have vested as of the Termination Date and only as expressly permitted pursuant to Section 5.
(c) This Option may not be exercised for a fraction of a share.
Conditions of Exercise. The Option shall not be exercisable during the six months following the Date of Grant. Thereafter, subject to the following provisions of this paragraph and section 3 of this Agreement, the Option shall become exercisable as follows: one hundred percent (100%) of the shares optioned hereunder may be exercised, provided, however, that the Option may be exercised only to purchase whole shares, and in no case may a fraction of a share be purchased. The right of the Optionee to purchase shares with respect to which this Option has become exercisable as herein provided may be exercised in whole or in part at any time or from time to time, prior to the tenth anniversary of the Date of Grant.
Conditions of Exercise. (a) Subject to Paragraph 5 below, the Option shall vest at such time or times as are set forth in Appendix A hereto.
(b) Except as otherwise provided herein, the right of the Optionee to purchase Option Shares with respect to which the Option has become exercisable and vested may be exercised in whole or in part at any time or from time to time prior to the Expiration Date; provided, however, that the Option may not be exercised for a fraction of a Share.
