Exercise Process. In order to exercise the Call Right during the Exercise Period, the Purchaser or his Nominee(s) shall deliver to the Seller, a written notice of such exercise substantially in the form attached hereto as Appendix A (a “Call Exercise Notice”) to such address or facsimile number as set forth therein. The Call Exercise Notice shall indicate the number of the Seller’s Shares as to which the Purchaser or his Nominee(s) is/are then exercising his/her Call Right and the aggregate Call Price. Provided the Call Exercise Notice is delivered in accordance with Section 5.4 to the Seller on or before 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “Exercise Date”) of the Call Right shall be the date of such delivery of such Call Exercise Notice. In the event the Call Exercise Notice is delivered after 6:30 p.m. (New York time) on a Business Day or on a day which is not a Business Day, the Exercise Date shall be deemed to be the first Business Day after the date of such delivery of such Call Exercise Notice. The delivery of a Call Exercise Notice in accordance herewith shall constitute a binding obligation (a) on the part of the Purchaser or his Nominee(s) to purchase, and (b) on the part of the Seller to sell, the Seller’s Shares subject to such Call Exercise Notice in accordance with the terms of this Agreement.
Exercise Process. The Option may be exercised by giving notice to Fidelity Stock Plan Services, LLC (“Fidelity”), the third party administrator administering the Option exercise process or any other third party administrator the Company may engage in the future. The exercise notice (a) shall be signed by you or (in the event of your death) your legal representative, (b) shall specify the number of full shares of Stock then elected to be purchased, and (c) shall be accompanied by payment in full of the Exercise Price of the shares of Stock to be purchased. Payment may be made in cash or by check payable to the order of the Company, and such payment shall include any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan that are required to be withheld (“Tax-Related Items”), as set forth in Section 10 below. Alternatively, the Committee may allow for one or more of the following methods of exercising the Option:
(a) Payment for shares of Stock as to which the Option is being exercised and/or payment of any Tax-Related Items may be made by transfer to the Company of shares of Stock you already own, or any combination of such shares of Stock and cash, having a fair market value determined at the time of exercise of the Option equal to, but not exceeding, the Exercise Price and/or any Tax-Related Items, as the case may be.
(b) A “same day sale” transaction pursuant to which a third party (engaged by you or the Company) loans funds to you to enable you to purchase the shares of Stock and pay any Tax-Related Items, and then sells a sufficient number of the exercised shares of Stock on your behalf to enable you to repay the loan and any fees. The remaining shares of Stock and/or cash are then delivered by the third party to you.
(c) A “net exercise” transaction, pursuant to which the Company delivers to you the net number of whole shares of Stock remaining from the portion of the Option being exercised after deduction of a number of shares of Stock with a fair market value equal to the Exercise Price and the amount of any Tax-Related Items. As promptly as practicable after receipt of such notice of exercise and payment (including payment with respect to any Tax-Related Items), subject to Section 13 below, the Company shall cause to be issued and delivered to you (or in the event of your death to your legal representative, as the case may be), certificates for the shares of Stock so pur...
Exercise Process. In order to exercise the Call Right during the Exercise Period, Purchaser shall deliver to the Seller, a written notice of such exercise substantially in the form attached hereto as Appendix B (a “Call Exercise Notice”) to such address or facsimile number set forth therein. The Call Exercise Notice shall indicate the number of CEII Shares as to which Purchaser is then exercising its Call Right and the aggregate Call Price. Provided the Call Exercise Notice is delivered in accordance with Section 7.4 to Seller on or prior to 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “Exercise Date”) of the Call Right shall be the date of such delivery of such Call Exercise Notice. In the event the Call Exercise Notice is delivered after 6:30 p.m. (U.S. Pacific time) on any day or on a date which is not a Business Day, the Exercise Date shall be deemed to be the first Business Day after the date of such delivery of such Call Exercise Notice. The delivery of a Call Exercise Notice in accordance herewith shall constitute a binding obligation (a) on the part of Purchaser to purchase, and (b) on the part of Seller to sell, the CEII Shares subject to such Call Exercise Notice in accordance with the terms of this Agreement.
Exercise Process. The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time, or from time to time, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise.
Exercise Process. In order to exercise its Option Right during the Option Period, the Optionee must deliver to the Grantor a written notice of such exercise substantially in the form attached hereto as Exhibit B (the “Exercise Notice”) to the address or facsimile number set forth therein. Provided the Exercise Notice is delivered in accordance with SECTION 5.2. to the Grantor on or prior to 5:00 p.m. (Hong Kong time) on a Business Day, the date of exercise (the “Exercise Date”) of the Option Right will be the date of such delivery of such Exercise Notice. In the event the Exercise Notice is delivered after 5:00 p.m. (Hong Kong time) on any day or on a date which is not a Business Day, the Exercise Date will be deemed to be the first Business Day after the date of such delivery of such Exercise Notice. The delivery of an Exercise Notice in accordance herewith will constitute a binding obligation (a) on the part of the Optionee to purchase and (b) on the part of the Grantor to sell, the Option Shares which are the subject of such Exercise Notice in accordance with the terms of this Agreement. The Option Right shall be exercisable only in compliance with all applicable Laws. The Optionee shall undertake any and all approval or registration procedures with the relevant Governmental Bodies that may arise out of or in connection with the exercise of the Option Right in accordance with applicable Laws.
Exercise Process. The Parties acknowledge that the Option Agreement did not contemplate the LAFC Lease and the transactions contemplated thereunder, and that due to the change in circumstances related thereto, the Parties have agreed to a two (2) step exercise process with respect to any Extension Option (as defined in the LAFC Lease) under the LAFC Lease and the corresponding extension option under the Option Agreement or the 2054 Lease, as the case may be. The first step will consist of the determination of the Fair Market Rental Value as hereinafter provided, and the second step will consist of LAFC and USC, as applicable, having a certain period of time following the Determination Date (as hereinafter defined) to exercise the applicable Extension Option under the LAFC Lease, the Option under the Option Agreement and/or any extension option under the 2054 Lease, as the case may be, in each case as more fully described below.
Exercise Process. This Option may be exercised by giving notice to Fidelity, the third party administrator to administer the Option exercise process. The exercise notice (a) shall be signed by you or (in the event of your death) your personal representative(s), (b) shall specify the number of full shares of Stock then elected to be purchased, and (c) shall be accompanied by payment in full of the Exercise Price of the shares to be purchased. Payment may be made in cash or by check payable to the order of the Company, and such payment shall include any income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Option that are required to be withheld ("Tax-Related Items"), as set forth in Section 10 below. Alternatively, the Committee may allow for a “same day sale” transaction pursuant to which a third party (engaged by you or the Company) loans funds to you to enable you to purchase the shares of Stock and pay any Tax-Related Items, and then sells a sufficient number of the exercised shares on your behalf to enable you to repay the loan and any fees. The remaining shares are then delivered by the third party to you. As promptly as practicable after receipt of such notice of exercise and payment (including payment with respect to any Tax-Related Items), subject to Section 13 below, the Company shall in accordance with the UK Sub-Plan cause to be issued and delivered to you (or in the event of your death to your personal representative(s), as the case may be), certificates for the shares of Stock so purchased. Alternatively, such shares of Stock may be issued and held in book entry form.
Exercise Process. The option described in Section 1.1 may be exercised, if at all, at any time after either (a) ___________, 202_2 until the date that is four (4) years and six (6) months following the date hereof, or (b) if earlier than _____, 202_3, the date on which ICG no longer has the right to appoint a majority of the members of the board of directors of Positive. Such option may be exercised by either Positive or Diversus giving an irrevocable written notice (a “Merger Notice”) to the other that the person giving the Merger Notice is exercising its right to cause Positive and Diversus to enter into the Merger by a date to be set forth in such Merger Notice, which date shall not be later than six (6) months following the date of the Merger Notice; provided that the Merger shall have been approved by the Diversus board of directors and approved by the required vote of holders of Diversus capital stock.
Exercise Process. In order to exercise the Put Right during the Exercise Period, NEH shall deliver to Toshiba a written notice of such exercise substantially in the form attached hereto as Appendix A (a “Put Exercise Notice”) to such address and marked for such attention as is specified in Section 5.4. The Put Exercise Notice shall indicate the number of Shares as to which NEH is then exercising its Put Right, the aggregate Put Price and the closing date for the purchase (the “Put Closing Date”), which date shall be 90 days after the date on which the Put Exercise Notice is first delivered by NEH to Toshiba; provided that, in the event that a Toshiba Event (other than a Toshiba Event described in clause (j) of the definition thereof) has occurred, such date shall be 30 days after the date on which the Put Exercise Notice is delivered by NEH, in each case subject to Section 2.5. For the avoidance of doubt, the date of exercise of the Put Right shall be earlier of (a) the date upon which Toshiba receives such Put Exercise Notice and (b) two Business Days after NEH sends such Put Exercise Notice by internationally recognized courier service subject to next-day or second-day delivery. Where the Put Closing Date would otherwise fall on a day that is not a Business Day, the Put Closing Date shall be the next following Business Day falling thereafter.
Exercise Process. In order to exercise its Option Right during the Option Period, an Optionee must deliver to the Grantor a written notice of such exercise substantially in the form attached hereto as Exhibit B (the “Exercise Notice”) to the address or facsimile number set forth therein. Provided the Exercise Notice is delivered in accordance with this Section 6.2 to the Grantor on or prior to 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “Exercise Date”) of the Option Right will be the date of such delivery of such Exercise Notice. In the event the Exercise Notice is delivered after 6:30 p.m. (Hong Kong time) on any day or on a date which is not a Business Day, the Exercise Date will be deemed to be the first Business Day after the date of such delivery of such Exercise Notice. The delivery of an Exercise Notice in accordance herewith will constitute a binding obligation (a) on the part of the exercising Optionee to purchase and (b) on the part of the Grantor to sell, the Option Shares which are the subject of such Exercise Notice in accordance with the terms of this Agreement.
