EXERCISE AND LAPSE OF OPTIONS Sample Clauses

EXERCISE AND LAPSE OF OPTIONS. The options provided in Section 9.4(b) may be exercised by giving timely written notice to the Member whose Membership Interest is the subject of such option and to the Company. In the event that the other Members fail to exercise their respective options to collectively purchase the entire Membership Interest offered for sale, then all of the options exercised as provided in Sections 9.4(b) and 9.4(c) shall be deemed to be rescinded from the outset as though they never had been exercised. The Member whose Membership Interest, or portion thereof, is offered for sale may at any time within sixty (60) days after lapse or rescission of the options provided in Section 9.4(b) sell such Membership Interest to the Person specified in the notice of proposed sale; provided, that (i) such sale shall be at the purchase price pursuant to the bona fide offer and according to the other terms and conditions as provided in the bona fide offer, (ii) all consents required under the Act and this Agreement are obtained, (iii) such Member and the proposed purchaser comply with all applicable provisions of the Act and this Agreement, and (iv) the proposed purchaser agrees in writing to become subject to this Agreement. In the event that the Member shall fail to make such sale within such sixty (60) day period, the Member shall again comply with the terms of this Section 9.4 as a condition precedent to any subsequent sale of the Membership Interest.
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EXERCISE AND LAPSE OF OPTIONS. 3.1 The Grantee may exercise the Option only during the Option Period. 3.2 Notwithstanding any other provision in this Agreement, the Option shall lapse automatically and become of no effect on the earlier of: (a) the expiry of the Option Period; (b) the death of the Grantee; (c) the Grantee being declared bankrupt or entering into any general composition with or for the benefit of his creditors; and (d) the Warrants being declared void or becoming such that they may no longer be exercised in accordance with the terms thereof, including, without limitation, in the circumstance referred to in paragraph 1(1) of the terms of the Warrant. 3.3 Subject to Clause 3.4, the Option shall lapse automatically and become of no effect upon the Grantee ceasing to be a director or an employee of a member of the Group. For the avoidance of doubt, the Grantee shall not be treated for such purposes as ceasing to be a director or employee of a member of the Group if the Grantee remains or simultaneously becomes a director or an employee of another member of the Group. 3.4 Where a Grantee ceases to be a director or an employee of a member of the Group by reason of: (a) injury, disability or ill-health (as determined by the Board); (b) retirement at or after the date on which he is entitled to retire under his contract of employment or otherwise; (c) the company of which he is a director or employee ceasing to be a member of the Group; (d) the business (or part of a business) in which he is employed or of which he is a director being transferred to a transferee which is not a member of the Group; or (e) any other reason at the Board's absolute discretion, the Grantee may, subject always to the provisions of Clause 3.1, exercise the Option during the period of six months following such cessation of office or employment as set out in sub-clauses (a) to (e) above, and failing such exercise the Option shall lapse automatically. 3.5 For the purposes of Clauses 3.3 and 3.4 a Grantee shall not be treated as ceasing to be an employee of a member of the Group if absent from work solely as a result of an authorized leave of absence until such time as such Grantee ceases to be entitled to exercise any statutory or contractual right to return to work.
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EXERCISE AND LAPSE OF OPTIONS. 5.1 Subject to this Rule 5 and Rules 6 and 8 an Option (other than an Exceptional Performance Option) may be exercised at any time on or after the third anniversary and before the tenth anniversary of its Date of Grant and an Exceptional Performance Option may be exercised at any time on or after the fifth anniversary and before the tenth anniversary of its Date of Grant. 5.2 An Option shall not be exercisable on or after the tenth anniversary of its Date of Grant under any circumstances whatsoever and every Subsisting Option shall lapse on the tenth anniversary of its Date of Grant. 5.3 The right to exercise an Option shall terminate immediately upon the Option Holder ceasing to be an Eligible Participant except where Rules 5.4 or 5.5 apply . 5.4 Subject to Rule 5.2 where an Option Holder dies his personal representatives may exercise any unexercised Options held by him within 12 months of the date of death. 5.5 Where an Option Holder ceases to be an Eligible Participant: 5.5.1 by reason of: 5.5.1.1 injury, disability or pregnancy; or
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EXERCISE AND LAPSE OF OPTIONS. 3.1 Subject to this Rule 3 and Rules 4 and 6 an Option may be exercised at any time on or after the third anniversary and before the tenth anniversary of its Date of Grant. An Option shall not be exercisable on or after the tenth anniversary of its Date of Xxxxx under any circumstances whatsoever and every Subsisting Option shall lapse on the tenth anniversary of its Date of Grant. 3.2 The right to exercise an Option shall terminate immediately upon the Option Holder ceasing to be an Eligible Employee except where Rules 3.3 or 3.4 apply.
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Related to EXERCISE AND LAPSE OF OPTIONS

  • Time of Exercise of Option The Optionee may exercise the option granted herein at any time after the effective date of this Agreement until the date of termination of the option as provided herein.

  • Transferability of Options During the lifetime of an Optionee, only such Optionee (or, in the event of legal incapacity or incompetency, the Optionee’s guardian or legal representative) may exercise the Option. No Option shall be assignable or transferable by the Optionee to whom it is granted, other than by will or the laws of descent and distribution.

  • Manner of Exercise of Option (a) To the extent that the right to exercise the Option has accrued and is in effect, the Option may be exercised in full or in part by giving written notice to the Company stating the number of Shares as to which the Option is being exercised and accompanied by payment in full for such Shares. No partial exercise may be made for less than one hundred (100) full Shares of Common Stock. Payment shall be made in accordance with the terms of the Plan. Upon such exercise, delivery of a certificate for paid-up, non- assessable Shares shall be made at the principal office of the Company to the person exercising the Option, not less than thirty (30) and not more than ninety (90) days from the date of receipt of the notice by the Company. (b) The Company shall at all times during the term of the Option reserve and keep available such number of Shares of its Common Stock as will be sufficient to satisfy the requirements of the Option.

  • Exercisability of Option Unless otherwise provided in this Agreement or the Plan, this Option shall entitle the Participant to purchase, in whole at any time or in part from time to time, to the extent the Option is vested in accordance with the vesting schedule herein, the Shares subject to this Option, and each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining Option Period.

  • Exercise of Options 4.1 No portion of the option granted hereunder may be exercised for a fraction of a share. The option granted hereunder shall be deemed to be exercised when written notice of such exercise has been given to the Corporation to the attention of the Secretary of the Corporation accompanied by full payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may reasonably request. Until the issuance (as evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer agent of the Corporation) of the stock certificate evidencing such Option Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Option Shares, notwithstanding the exercise of the Option. The Corporation shall issue (or cause to be issued) such stock certificate promptly upon exercise of any portion of the option granted hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 5 hereof. Exercise of a portion of the option granted hereunder in any manner shall result in a decrease in the number of Option Shares which thereafter may be available by the number of Shares as to which the Option is exercised. 4.2 In the event of termination of an Optionee as an employee or consultant with the Corporation (but not in the event of an Optionee's change of status from employee to consultant or from consultant to employee), such Optionee may, but only within such period of time as is determined by the Board, of at least thirty (30) days (but in no event later than the Option Expiration Date), exercise the option granted hereunder to the extent that Optionee was entitled to exercise it under Section 2 hereof at the date of such termination, or to such greater extent as may be determined by the Board. If the Optionee does not exercise such option to the extent so entitled within the time specified herein, the option shall terminate. 4.3 In the event of termination of an Optionee's status as an employee or consultant as a result of the Optionee's "disability," as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the Optionee may exercise the option granted hereunder within twelve (12) months from the date of the Optionee's termination (but in no event shall the Optionee be entitled to exercise the option after the Option Expiration Date) to the extent that Optionee was entitled to exercise it under Section 2 on the date of termination. 4.4 In the event of the death of the Optionee, the option granted hereunder may be exercised at any time within twelve (12) months following the date of death (but in no event later may the option be exercised after the Option Expiration Date), by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option in accordance with Section 2 hereof on the date of death.

  • Exercise of Option The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the "Option Closing Date"), which will not be later than five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Units specified in such notice.

  • Non-Transferability of Options The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.

  • Transferability of Option This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her disability, by his or her guardian or legal representative.

  • Method of Exercise of Option The Option is exercisable by notice and payment to the Company in accordance with the procedure prescribed herein. Each such notice will: (a) State the election to exercise the Option and the number of shares in respect of which it is being exercised; (b) Contain a representation and agreement as to investment intent, if required by counsel to the Company with respect to such Shares, in form satisfactory to counsel for the Company; and (c) Be signed by the person entitled to exercise the Option and, if the option is being exercised by any person other than the Director, be accompanied by proof, satisfactory to counsel for the Company, of the right of that person to exercise the Option. Upon receipt of such notice, the Company will specify, by written notice to the person exercising the option, a date and time (the "Closing Date") and place for payment of the full purchase price of such Shares. The Closing Date will be not more than fifteen days from the date the notice of exercise is received by the Company unless another date is agreed upon by the Company and the person exercising the Option or is required upon advice of counsel for the Company in order to meet the requirements of Section 10 hereof. Payment of the purchase price will be made at the place specified by the Company on or before the Closing Date by delivering to the Company a certified or bank cashier's check payable to the order of the Company. The Option will be deemed to have been exercised with respect to any particular shares of Common Stock if, and only if, the preceding provisions of this Section 9 and the provisions of Section 10 hereof shall have been complied with, in which event the option will be deemed to have been exercised on the Closing Date. Anything in this Agreement to the contrary notwithstanding, any notice of exercise given pursuant to the provisions of this Section 9 will be void and of no effect if all the preceding provisions of this Section 9 and the provisions of Section 10 have not been complied with. The certificates for shares of Common Stock as to which the option shall be exercised will be registered in the name of the person exercising the option (or, if the option is exercised by the Director and if the Director so requests in the notice exercising the Option, will be registered in the name of the Director and another person jointly, with right of survivorship) and will be delivered on the Closing Date to the person exercising the Option at the place specified for the closing, but only upon compliance with all of the provisions of this Agreement. If the Director fails to accept delivery of and pay for all or any part of the number of shares specified in the notice upon tender or delivery thereof on the Closing Date, his right to exercise the Option with respect to those undelivered shares may be terminated in the sole discretion of the Board of Directors of the Company. The Option may be exercised only with respect to full shares.

  • Expiration of Options Except as otherwise provided in Section 5 or 6 of the Management Stockholder's Agreement, the Optionee may not exercise the Options to any extent after the first to occur of the following events: (a) The tenth anniversary of the Grant Date; (b) The tenth anniversary of the Grant Date if the Optionee's employment is terminated by reason of death or Permanent Disability; (c) The first anniversary of the date of the Optionee's termination of employment by reason of Retirement, by the Company or any of its Subsidiaries without Cause (other than by reason of Permanent Disability) or by the Optionee for Good Reason; (d) The date of an Optionee's termination of employment with the Company or any of its Subsidiaries by the Optionee for any reason other than as set forth in Section 3.2(b) or (c) above (without regard to Section 5 or 6 of the Management Stockholder's Agreement); (e) The date of an Optionee's termination of employment by the Company or any of its Subsidiaries for Cause; (f) The date the Option is terminated pursuant to Section 5 or 6 of the Management Stockholder's Agreement; or (g) If the Committee so determines pursuant to Section 9 of the Plan, the effective date of either the merger or consolidation of the Company into another Person, or the exchange or acquisition by another Person of all or substantially all of the Company's assets or 80% or more of its then outstanding voting stock, or the recapitalization, reclassification, liquidation or dissolution of the Company. At least ten days prior to the effective date of such merger, consolidation, exchange, acquisition, recapitalization, reclassification, liquidation or dissolution, the Committee shall give the Optionee notice of such event if the Option has then neither been previously fully exercised nor become unexercisable under this Section 3.2.

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