Exercise Payment. The rights represented by this Warrant may be exercised by Holder, in whole or in part, by the surrender of this Warrant at the xxxxxxpal office of Company properly endorsed and accompanied by payment to Company of the Exercise Price for that number of shares of Common Stock sought to be purchased (the "Exercised Shares"), in the manner provided below. Company agrees that (a) shares purchased upon exercise of this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as provided herein, and (b) certificates for the shares of stock so purchased shall be delivered to Holder as promptly as reasonably practicable following any exercise of this Warrant, and unless this Warrant shall have been exercised in full, or shall have expired, a new Warrant representing the number of shares with respect to which this Warrant shall not yet have been exercised, shall also be delivered to Holder. Holder may pay the Exercise Price for any Exercised shares in one or a combination by delivering cash, check, money order or wire transfer of funds to the Company in the amount of the Exercise Price of the Exercised Shares. In the event there is a trading market for the Company's common shares, Holder may, at its option, pay the Exercise Price with registered or unregistered shares of the Company's common stock, which shall be valued in each instance at the average of the closing price for said shares as traded on a recognized public trading market or quoted on a recognized quotation system for the last 20 days immediately preceding the date of exercise.
Exercise Payment. If PFMS exercises the Option, PFMS shall pay an amount in cash on or before the Closing Date to each Granting Member equal to the amount distributable to each Member under Section 5.5 of the PFMS Operating Agreement for the calendar year in which PFMS exercises the Option (for each Member, the “Unpaid Tax Liability Amount”). PFMS shall not be required to pay any amount to PFMG VI or the Granting Members in connection with PFMS’s exercise of the Option other than the Unpaid Tax Liability Amounts that may be due to the Members.
Exercise Payment. Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from time to time, on or before the Expiration Date by the delivery (including, without limitation, delivery by facsimile) of the form of Notice of Exercise attached hereto as Exhibit 1 (the “Notice of Exercise”), duly executed by the Holder, at the address of the Company as set forth herein, and as soon as practicable after such date,
(a) surrendering this Warrant at the address of the Company, and
(b) providing payment, by check or by wire transfer, of an amount equal to the product obtained by multiplying the number of shares of Common Stock being purchased upon such exercise by the then effective Purchase Price (the “Exercise Amount”), or
(c) in lieu of tendering the Exercise Amount, the Warrants may be exercised by surrendering this Certificate together with irrevocable instructions to the Company to issue in exchange for this Certificate the number of shares of Common Stock equal to the product of (i) the number of shares as to which the Warrants are being exercised multiplied by (ii) tha fraction the numerator of which is the Fair Market Value of a share of Common Stock on the last business day immediately preceding the exercise date less the Purchase Price therefore and the denominator of which is such Fair Market Value (a “Cashless Exercise”).
Exercise Payment. The holder of an option may exercise his or her -------------------- option by delivering to the Company written notice, substantially in the form of Exhibit A, of the number of shares with respect to which option rights are to be exercised together with full payment of the purchase price of the such shares. In addition, the holder of this option shall pay all withholding taxes when due by reason of said exercise. In both cases (at the election of the holder of the option) payment may be made either (x) in cash, (y) in Common Stock, or (z) by a combination of cash and Common Stock. If payment, in whole or part, is made in Common Stock, it shall be valued by the Committee at 100% of its fair market value on the close of business on the date prior to the date of payment. Common Stock used for payment must have been held by the optionee for at least six months. Upon receipt by the Chief Financial Officer of the Company of payment in full, the option holder shall be deemed the holder of record of the Common Stock issuable upon such exercise, notwithstanding that certificates representing such Common Stock shall not be actually delivered to the option holder at that time.
Exercise Payment. Upon exercise of the right to a LICENSE, a payment shall be due to RIBI depending upon whether DOW elects rights under Section 2.1 (1) or (2) as follows. If DOW elects Section 2.1 (1) for an exclusive LICENSE, then a one time fee of Two Hundred Thousand Dollars (US$200,000) Dollars is payable within thirty (30) days from exercise of the exclusive LICENSE but no sooner than December 1, 1998. If DOW elects Section 2.1(2) for a non-exclusive LICENSE, then terms shall be negotiated using reasonable good faith efforts by the Parties by January 31, 1999.
Exercise Payment. (a) Subject to the provisions hereof and of the Plan, upon the exercise of an SAR under this Agreement, the Participant (or the Participant’s beneficiary, as the case may be) shall be entitled to receive, in the Company’s sole discretion, cash and/or a number of whole shares having a Fair Market Value equal to the product of X and Y, where — X = the number of whole shares as to which the SAR is being exercised, and Y = the excess of (i) the Fair Market Value per share on the date of exercise over (ii) the base price per share with respect to the SARs being exercised.
(b) The Participant may exercise SARs that are vested and exercisable under this Agreement by delivering to the Secretary of the Company (i) a written notice of such exercise specifying the number of shares of Common Stock covered by such exercise, and (ii) payment in full of the withholding taxes due in connection with the exercise, unless other arrangements satisfactory to the Company are made for the satisfaction of such payment.
(c) Upon the exercise of an SAR under this Agreement, the applicable tax withholding obligation may be paid (i) in cash or by check (including the withholding of cash sufficient to cover the withholding obligation from the proceeds of a cash settlement of the SARs); (ii) at the discretion of the Incentive Plan Committee of the Company’s Board of Directors (the “Committee”), by (A) the delivery of previously-owned shares of Common Stock, (B) means of a cashless exercise procedure in connection with a stock settlement (including, without limitation, the withholding of shares from the settlement or through a broker-assisted cashless exercise), (C) any other legal means that may be acceptable to the Committee, or (D) by a combination of the foregoing; or (iii) at the discretion of the Committee, in any combination of the above.
Exercise Payment. C - 1 purchased upon exercise of this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as provided herein, and (b) certificates for the shares of stock so purchased shall be delivered to Holder as promptly as reasonably practicable following any exercise of this Warrant, and unless this Warrant shall have been exercised in full, or shall have expired, a new Warrant representing the number of shares with respect to which this Warrant shall not yet have been exercised, shall also be delivered to Holder. Holder may pay the Exercise Price for any Exercised Shares by delivering cash, check, money order or wire transfer of funds to the Company in the amount of the Exercise Price of the Exercised Shares.
Exercise Payment. In the event the Company intends to effect a Subsequent Financing, it shall provide each Holder with written notice (the "Subsequent Financing Notice"), which notice shall describe the general terms of the Subsequent Financing. Each Holder shall have ten (10) days from the date of delivery of the Subsequent Financing Notice to exercise its purchase rights hereunder. The purchase rights represented by this Funding Warrant may be exercised by the Holder or a Permitted Transferee, in whole or in part, by delivery of a duly executed notice of exercise (the "Notice of Exercise") in the form attached hereto as Exhibit A, at the address of the Company's principal corporate offices set forth in Section 5 hereof, and by payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which amount shall be paid at the closing of each Subsequent Financing, at the election of the Holder, by wire transfer or check payable to the order of the Company. The Person in whose name any certificate representing the Shares issuable upon any exercise of this Funding Warrant shall be deemed to have become the holder of record of, and shall be treated for all purposes as the record holder of, the Shares represented thereby (and such Shares shall be deemed to have been issued) on the date or dates of such closing and upon which such delivery and payment are made. As used herein, the term "Person" means any individual or any corporation, partnership, trust, limited liability company or other entity or organization of any kind.
Exercise Payment. The Exercise Payment of the Option during the ---------------- Initial Term (defined below) shall be $1,000,000.00, The Exercise Payment during the Extension Term (defined below) shall be $1,200,000.00. The parties fully acknowledge, understand and agree that the Exercise Payment constitutes the fair market value of the 50% interest in the Company.
Exercise Payment. Subject to the provisions hereof, this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (the “Exercise Agreement”), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holder), and upon payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares purchased by the Holder shall be deemed to be issued to the Holder or the Holder’s designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been delivered, and payment shall have been made for such shares as set forth above.
