EXERCISE OF THE OPTIONS Sample Clauses

EXERCISE OF THE OPTIONS. The Option to purchase the Option Shares shall be exercisable upon the terms and conditions hereinafter set forth: Subject to the terms and conditions of this Agreement, the Option to purchase the Option Shares shall be exercisable by Optionee upon delivery of notice to the Corporation (the "Exercise Notice") in accordance with the procedure prescribed in this Section 4. The Exercise Notice shall state that Optionee has elected to exercise the Option or any portion thereof. The Option may be exercised by the Optionee, in whole or in part, by the delivery of the Exercise Notice to the office of the Corporation, and by payment to the Corporation of the Purchase Price in cash or by wire transfer, for each share being purchased. Upon the exercise of the Option, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the holder, shall be promptly delivered to the holder hereof within a reasonable time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of the Option shall for all purposes be deemed to have become the holder of record of such shares on the date on which the Exercise Notice was delivered and payment of the Purchase Price was made, except that, if the date of such surrender and payment is a date on which the stock transfer books of the Corporation are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the stock transfer books are open.

EXERCISE OF THE OPTIONS. (a) Subject to the provisions of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all or a portion of the vested Options at any time prior to the tenth anniversary of the Date of Grant (the “Expiration Date”); provided that Options may be exercised with respect to whole Shares only; and provided further that Options may not be exercised at any one time as to fewer than 100 Shares (or such number of Shares as to which the Options are then exercisable if such number is less than 100). In no event shall the Options be exercisable on or after the Expiration Date. (b) In accordance with Section 3(a) hereof, the Options may be exercised by delivering to the Company a notice of intent to exercise. The Optionee shall deliver such notice by such method (whether telephonic or written) as may be specified by the Committee from time to time. Such notice shall specify the number of Shares as to which the Options are being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the Exercise Price and any applicable withholding tax. The payment of the Exercise Price shall be made (i) in cash, (ii) by certified check or bank draft payable to the order of the Company, (iii) by tendering Shares which have been owned by the Optionee for at least six months (and which are not subject to any pledge or other security interest), (iv) by having Shares with a Fair Market Value on the date of exercise equal to the Exercise Price sold by a broker-dealer or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender or sold by a broker-dealer is at least equal to the Exercise Price. In the event that the broker-assisted cashless exercise procedure is elected, the Optionee shall be responsible for all broker fees. At the time of exercise of the Options, the Optionee shall pay such amount to the Company as the Company deems necessary to satisfy its obligation to withhold federal, state or local income or other taxes incurred by reason of such exercise or make such other arrangements as are acceptable to the Company, all in accordance with the provisions of Section 8 hereof. (c) Notwithstanding any other provision of the Plan or this Agreement to the contrary, no Option may be exercised prior to the completion of any registration or qualification of such Shares under applica...

EXERCISE OF THE OPTIONS. Purchaser may exercise the Options at any time during the Option Period by delivery to Hellxxx, xxth respect to the exercise of the Hellxxx Xxxion, and to Ruud, with respect to the exercise of the Ruud Option, of written notice thereof at the notice address for Hellxxx xxx Ruud, xxspectively, set forth in Section 4.4 hereof (an "Option Notice"). The Hellxxx Xxxion and the Ruud Option must both be exercised if either is exercised. The closing (an "Option Closing") of the purchase and sale of the Hellxxx Xxxion Shares or the Ruud Option Shares, as the case may be, shall occur as soon as practicable after the delivery of the Option Notice pertaining to such shares but in no event later than ten (10) days from the date of delivery of that Option Notice. The obligation of Purchaser to consummate the purchase of any of the Hellxxx Xxxion Shares or the Ruud Option Shares at any Option Closing is conditioned upon the receipt by the Company and the Shareholders of all governmental and regulatory approvals required for the ownership of the Hellxxx Xxxion Shares or the Ruud Option Shares, as the case may be. At an Option Closing, certificates representing the Hellxxx Xxxion Shares or the Ruud Option Shares, as the case may be, shall be delivered, together with stock powers duly executed in blank, to the Purchaser free and clear of any and all claims, liens, charges, pledges or encumbrances and the Purchaser shall deliver to Hellxxx xxx Ruud, xx the case may be, their respective allocable portion of the Option Purchase Price. Hellxxx xxx Ruud shall pay any and all transfer and similar taxes imposed in connection with the sale of the Hellxxx Xxxion Shares and the Ruud Option Shares to Purchaser.

EXERCISE OF THE OPTIONS. The Option to purchase the Option Shares shall be exercisable upon the terms and conditions hereinafter set forth: Subject to the terms and conditions of this Agreement, the Option to purchase the Option Shares shall be exercisable by Optionee upon delivery of notice to the Corporation (the "Exercise Notice") in accordance with the procedure prescribed in this Section 4. The Exercise Notice shall state that Optionee has elected to exercise the Option or any portion thereof. The Option may be exercised by the Optionee, in whole or in part, by the delivery of the Exercise Notice to the office of the Corporation, and by payment to the Corporation of the Purchase Price in cash or by wire transfer, for each share being purchased. Upon the exercise of the Option, a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the holder, shall be promptly delivered to the holder hereof within a reasonable

EXERCISE OF THE OPTIONS. 2.1 RTS may exercise the Call Option by serving a Call Exercise Notice on Marconi at any time after 30th September, 2004. 2.2 Marconi may exercise the Put Option by serving a Put Exercise Notice on RTS at any time after the date being the fifteenth anniversary of the date of this agreement or, if earlier, upon Railtrack plc agreeing to the changes to the Railtrack Agreements contemplated by sub-clause 8.7. 2.3 An Option may be exercised only in respect of all of the Deferred Shares issued to Marconi at the time of the relevant Exercise Notice (the "OPTION SECURITIES"). 2.4 Exercise of an Option shall oblige Marconi to sell and RTS to purchase the Option Securities. 2.5 The Option Securities shall be sold free from all liens, charges, equities and encumbrances and together with all rights attaching to the Option Securities at the date of service of the relevant Exercise Notice.

EXERCISE OF THE OPTIONS. 4.1 The Parties agree that the Options shall be exercised in accordance with the following provisions. (1) Either Option may be exercised by its Option Grantee’s giving the Option Grantor an Option Exercise Notice at any time during the two week period ending on the date falling three (3) months preceding the fifth (5th) anniversary of the Completion Date (provided that, in the case of the Call Option, it has not lapsed). (2) If the PLMA terminates or any event or circumstance has occurred or arisen resulting in the Projectco having the right to terminate the PLMA, Allianz may exercise the Put Option at any time by giving Xxxxx Xxxx an Option Exercise Notice. If an Option Grantee gives an Option Exercise Notice pursuant to this clause 4.1, the Option Grantee and the Option Grantor shall complete the sale and purchase of the Option Stake pursuant to the exercise of such Option on the following date (or such other date as the Option Grantor and the Option Grantee may agree in writing): (A) the fifth (5th) anniversary of the Completion Date (in the case of clause 4.1(1)); (B) on the date falling ten (10) Business Days after the date of the Option Exercise Notice (in the case of clause 4.1(2)). 4.2 Completion of the sale and purchase of the Option Stake pursuant to the exercise of either Option (the “Option Completion”) shall be conditional on each of the representations and warranties given by Allianz under clause 6.1 being accurate in all respects and not misleading. 4.3 At the Option Completion pursuant to the exercise of either Option: (1) Xxxxx Xxxx shall pay the Call Option Price or, as the case may be, the Put Option Price in immediately available USD funds, without any deduction or withholding, to the bank account notified by Allianz to Xxxxx Xxxx in writing at least ten (10) Business Days before the Option Completion; (2) Allianz shall cooperate with Xxxxx Xxxx for the release of the Jointly Controlled Information from the joint control (if Allianz has joint control over the Jointly Controlled Information) in order for all the documents and items belonging to the Group delivered by Xxxxx Xxxx to Allianz at Completion under paragraphs 2(A), 2(B) and 3 of Part A of Schedule 2 (Completion arrangements) to the Share Purchase Agreement to be delivered to the Guarantor or Xxxxx Xxxx (or to be left at the office address of the Projectco); (3) Allianz shall deliver to Xxxxx Xxxx the instrument of transfer and sold note in respect of all the shares in the Wuxi...

EXERCISE OF THE OPTIONS. 3.1 The Options may be exercised as follows:‌ (a) in the case of the Call Option, by the service during the Call Option Period of a duly completed Option Notice by the Transferee Company to the Sellers; and (b) in the case of the Put Option, by the service during the Put Option Period of a duly completed Option Notice by a Seller to the Transferee Company. 3.2 Each Option may be exercised in respect of all (but not some only) of the Midco 3 Loan Notes to which the Option relates and an Option Notice, once served, may not be revoked.

EXERCISE OF THE OPTIONS. The Options vested and became exercisable immediately upon grant as to 75,000 of the Common Shares subject to the Options. Except as otherwise provided in Section 6 of this Agreement, on December 27, 2007, the Options will vest and become exercisable as to the remaining 75,000 Common Shares subject to the Options, provided that the Optionee remains employed by the Company or a subsidiary of the Company on December 27, 2007. Any exercise of the vested and exercisable portion of the Options may be made in whole or in part; however, no single purchase of Common Shares upon exercise of the Options may be for fewer than the smaller of: (a) 100 Common Shares or (b) the full number of Common Shares as to which the Options are then vested and exercisable. Subject to the other provisions of this Agreement, if the Options vest and become exercisable as to certain Common Shares, the Options will remain vested and exercisable as to those Common Shares until the date of expiration of the term of the Options. The grant of the Options does not confer upon the Optionee any right to continue as an employee of the Company or any of its subsidiaries or limit in any way the right of the Company or any of its subsidiaries to terminate the employment of the Optionee at any time in accordance with the terms and subject to the conditions of the Employment Agreement, entered into on December 28, 2006, by the Company and the Optionee (the “Employment Agreement”), applicable law and the Company’s or the applicable subsidiary’s governing corporate documents.

EXERCISE OF THE OPTIONS. Except as otherwise provided in Section 3(d) or as otherwise determined by the Committee in its sole discretion, the vested Options shall only be exercisable upon a Liquidity Event that occurs prior to the Expiration Date, or may be exercised on and after the Exercisability Date (as defined below), if occurring prior to a Liquidity Event. Commencing with the date that is twelve (12) months prior to the fifth anniversary of the Grant Date (the “Exercisability Date”), Participant shall have the right at any time and from time to time to exercise up to one hundred percent (100%) of the outstanding vested Options as of such date to the Company. Notwithstanding the foregoing, the Board shall have discretion to accelerate the exercisability of any Options. For the avoidance of doubt, to the extent that any Options are not vested as of the Exercisability Date, the Participant shall not have the right to exercise such Options unless and until they become vested Options. Unless the Committee determines in good faith that a Qualifying Offering is likely to occur in the next one-hundred eighty (180) days, and except in the event that either of the restrictions under (B) or (C) of the definition of “Liquidity Restriction” applies, payment of the Option Price and required tax withholding upon exercise of such Options shall, upon Participant request, be satisfied by net settlement. For the avoidance of doubt, any common shares that are withheld for the purpose of net settlement shall count toward the One-Third Limit.

EXERCISE OF THE OPTIONS. An Option that is exercisable hereunder may be exercised by delivery to SFNB on any business day, at its principal office, addressed to the attention of the Corporate Secretary of SFNB, of written notice of exercise, which notice shall specify the number of shares with respect to which the Option is being exercised. The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any time shall be the lesser of 100 shares or the maximum number of shares available for purchase under the Option at the time of exercise. Payment of the aggregate Per Share Option Exercise Price for the shares of Common Stock purchased pursuant to the exercise of an Option shall be made in cash (whether by check, wire transfer or other reasonably acceptable means). Promptly after the exercise of an Option and the payment in full of the aggregate Per Share Option Exercise Price of the shares of Common Stock covered thereby, the Purchaser shall be entitled to the issuance of a stock certificate or certificates evidencing ownership of the Option Shares so exercised.