Exercise of Vested Options. The Grantee may exercise Vested Options and purchase the Option Shares covered thereby at any time and from time to time on or after the Vesting Date for such Options provided in Section 3.1 until the date on which such Options terminate or otherwise expire pursuant to Article IV or upon or in connection with a Change in Control if applicable under the Equity Incentive Plan, subject to compliance with the provisions hereof, provided that if the Grantee elects to exercise any Vested Options prior to an Initial Public Offering, (i) the Grantee shall be required to execute and deliver a Management Shareholders Agreement (or have previously executed and delivered a Management Shareholders Agreement, the provisions of which will automatically apply to Option Shares purchased by the Grantee) and (ii) the purchase of Option Shares upon such exercise must be in compliance with the Management Shareholders Agreement.
Exercise of Vested Options. For each Key Executive, all vested options shall be exercised prior to the Merger by tendering existing Wellsford Common Shares in payment of the exercise price. The value of the tendered shares shall be $27.50 per share for purposes of the payment of the exercise price, regardless of their actual value.
Exercise of Vested Options. 9.1. Subject to the terms of the Agreement, the Vested Options may be exercised, in whole or in part, and in one or more installments, by the Beneficiary or, in case of his/her disability, death or disappearance, by his/her legal or testamentary heirs or by his/her executor or personal representative or guardian, by delivering to the Company the Shares Request Form stating the number of Opted Shares to be subscribed, accompanied by full payment to the Company of the Exercise Price.
9.2. The Beneficiary shall also satisfy all the other conditions provided for under Italian law for the subscription of capital stock and for the release of the Opted Shares, as indicated by the Company from time to time.
9.3. The Exercise Price must be paid, at the Beneficiary’s choice, in cash by wire transfer or other method specified by the Company.
9.4. The Company shall issue the number of Opted Shares and upon the request or direction of the Beneficiary, shall deposit them pursuant to the Deposit Agreement, in exchange for ADSs representing an equal number of such Opted Shares. The ADSs shall be registered in the name or for the account of the Beneficiary and shall be delivered to the Beneficiary or as designated by the Beneficiary.
9.5. The Beneficiary acknowledges that the performance of this procedure may require several business days and that the promptness thereof will depend upon the Beneficiary’s completion of the formalities provided for under the Agreement and specified by the Company from time to time. The Company will be considered to have properly carried out its obligations under the Agreement upon issuance of the Opted Shares. The subsequent procedure of depositing the Opted Shares and issuance of the ADSs shall be done by the Depositary Bank in the name, on behalf, at the expense and under the sole responsibility of the Beneficiary and without any responsibility of the Company, except to deposit the Opted Shares with the Depositary Bank or its sub-custodian or agent.
Exercise of Vested Options. At the conclusion of each Vesting Period, the Option may, from time to time, be exercised in relation to part or all of the Ordinary Shares allocated for that period and, during each of the Vesting Periods, the Option may be exercised in relation to all or part of the Ordinary Shares allocated for any previously concluded Vesting Period with respect to which the Option was not fully exercised. After the end of the Vesting Periods and during the balance of the term of the Option pursuant to Section 9, the Option may be exercised, from time to time, in relation to all or part of the Ordinary Shares which have vested and have not at that time been exercised and which remain subject to the Option. Notwithstanding the aforesaid, an Option may be exercised only if, subject to the provisions of Section 12, at the time of any exercise of the Option the grantee has continued to be employed by or provide services to the Company, a Related Company or a Foreign Subsidiary from the date of the grant thereof until the date of exercise.
Exercise of Vested Options. In the event of termination for any reason, Employee’s stock vested options shall continue to be exercisable for a period of one year.
Exercise of Vested Options. The Parties agree that the latest exercise date of the Vested Options shall be September 30, 1999. Any Vested Options which are not exercised
Exercise of Vested Options. The Parties agree that the latest exercise date of the Vested Options shall be March 31, 1999. Any Vested Options which are not exercised on or before March 31, 1999 shall expire. The Executive acknowledges that by virtue of his employment with the Company that he possesses material non-public information concerning the Company, its prospects and operations. Accordingly, the Executive hereby agrees that he will not exercise any Vested Options without the prior written consent of Company, which consent shall 5 not be unreasonably withheld, such obligation to last until three (3) days after the issuance of the financial press release for the first quarter after relisting of the Company's stock.
Exercise of Vested Options. The Parties agree that the latest date on which any Vested Options may be exercised shall be seven (7) months following the occurrence of a Severance Event or January 31, 2000, whichever is the first to occur. Any Vested Options which are not exercised pursuant to this section shall expire. The Executive acknowledges that by virtue of his employment with the Company that he possesses material non-public information concerning the Company, its prospects and operations. Accordingly, the Executive hereby agrees that he will not exercise any Vested Options without the prior written consent of Company, which consent shall not be unreasonably withheld, with such obligation lasting until three (3) days after the issuance of the financial press release for the first quarter after relisting of the Company's stock. In the event the Company declines to give its consent to such exercise, the time period in which Executive has to exercise the Vested Options shall be extended by an equal period of time.
Exercise of Vested Options. DK may exercise any vested Options until the earlier of (a) one year following the date that DK ceases to be a member of the Board, and (b) the applicable expiration date of such Option. The exercise of any vested Options by DK may, at the election of DK, be settled on a net basis with a number of shares withheld having a Fair Market Value on the date of exercise of each such Option sufficient to cover in full both the exercise price and withholding taxes then due.
Exercise of Vested Options. In the event Executive’s employment with the Company is terminated: (i) following the expiration of the Term for any reason, Executive (or her estate or beneficiaries, if applicable) shall have two (2) years from the date of termination to exercise Executive’s vested Options (provided, that Executive shall have no right to exercise vested Options following the ten (10)-year anniversary of the Grant Date), (ii) prior to the expiration of the Term due to Executive’s death or Disability, Executive (or her estate or beneficiaries, if applicable) shall have two (2) years from the date of termination to exercise Executive’s vested Options (including without limitation Options which vested on the date of termination pursuant to Section IV-E-1 above), (iii) prior to the expiration of the Term due to the Company’s termination of the Executive for Cause, Executive shall have three (3) months from the date of termination to exercise Executive’s vested Options, (iv) prior to the expiration of the Term due to the Company’s termination of the Executive other than for Cause, death or Disability, or termination (or resignation) by Executive for Good Reason, Executive shall have two (2) years from the date of termination to exercise Executive’s vested Options (including without limitation Options which vested on the date of termination pursuant to Sections IV-E-3 and IV-E-4 above) or (v) prior to the expiration of the Term due to termination (or resignation) by Executive without Good Reason, Executive shall have three (3) months from the date of termination to exercise Executive’s vested Options.
