Common use of GENERAL INSTRUCTIONS FOR EXERCISE Clause in Contracts

GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be exercised by the Employee by completing, executing and delivering to the Company the Notice of Exercise and Investment Representation Statement ("Notice of Exercise"), in substantially the form attached hereto as Exhibit A, which Notice of Exercise shall specify the number of shares of Common Stock which the Employee elects to purchase. The Company's obligation to deliver shares upon the exercise of this Option shall be subject to the Employee's satisfaction of all applicable federal, state, local and foreign income and employment tax withholding requirements, if any. Upon receipt of such Notice of Exercise and of payment of the purchase price (and payment of applicable taxes as provided above), the Company shall, as soon as reasonably possible and subject to all other provisions hereof, deliver certificates for the shares of Common Stock so purchased, registered in the Employee's name or in the name of his or her legal representative (if applicable). Payment of the purchase price upon any exercise of the Option shall be by delivery of a combination of cash or a check and a promissory note to the extent permitted by the Plan and under the applicable provisions of the Delaware General Corporation Law and any other law. Subject to the limitations set forth in the immediately preceding sentence, the par value of the shares to which the exercise of the Option relates shall be paid in cash or by check and the balance of the exercise price shall be paid by delivery to the Company of cash, a check or a full recourse secured promissory note, bearing interest at the per annum rate which is not less than the "test rate" as set by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise. Any such promissory note shall be secured by a pledge of the shares of Common acquired upon exercise of the Option. If this Option is exercised by Optionee's successor in interest following a transfer of the Option under Sections 9.2 or 10, payment of the purchase price shall be by cash or check and no portion may be paid by such successor's promissory note.

Appears in 2 contracts

Samples: Employment Agreement (Smartdisk Corp), Employment Agreement (Smartdisk Corp)

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GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be exercised by the Employee by completing, executing and delivering to the Company the a Notice of Exercise and Investment Representation Statement (the "Notice of ExerciseNOTICE OF EXERCISE"), in substantially the form attached hereto as Exhibit A, which Notice of Exercise shall specify the number of shares of Common Stock which the Employee elects to purchase. The Company's obligation to deliver shares upon the exercise of this Option shall be subject to the Employee's satisfaction of all applicable federal, state, local and foreign income and employment tax withholding requirements, if any. Upon receipt of such Notice of Exercise and of payment of the purchase price (and payment of applicable taxes as provided above), the Company shall, as soon as reasonably possible and subject to all other provisions hereof, deliver certificates for the shares of Common Stock so purchased, registered in the Employee's name or in the name of his or her legal representative (if applicable). Payment of the purchase price upon any exercise of the Option shall be made by delivery of a combination of cash check acceptable to the Company or a check in cash; provided, however, that the Committee may, in its sole and a promissory note absolute discretion, accept any other legal consideration to the extent permitted by under applicable laws and the Plan including, without limitation, consummation of an immediate sale proceeds transaction ("IMMEDIATE SALE PROCEEDS"), which transaction may be executed (a) through a "same day sale" commitment from the Employee and under the applicable provisions a broker-dealer that is a member of the Delaware General Corporation Law and any other law. Subject National Association of Securities Dealers (a "NASD DEALER") whereby the Employee irrevocably elects to the limitations set forth in the immediately preceding sentence, the par value of the shares to which the exercise of the Option relates shall be paid in cash or by check and the balance of the exercise price shall be paid by delivery to the Company of cash, sell a check or a full recourse secured promissory note, bearing interest at the per annum rate which is not less than the "test rate" as set by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise. Any such promissory note shall be secured by a pledge portion of the shares of Common acquired Stock so purchased under the Option to pay for the aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the aggregate exercise price directly to the Company or (b) through a "margin" commitment from the Employee and a NASD Dealer whereby the Employee irrevocably elects to exercise the Option and to pledge the shares of Common Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Option. If this Option is exercised by Optionee's successor in interest following a transfer aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option under Sections 9.2 or 10, payment of aggregate exercise price directly to the purchase price shall be by cash or check and no portion may be paid by such successor's promissory noteCompany.

Appears in 2 contracts

Samples: Non Qualified Stock Option Agreement (Oak Technology Inc), Employee Non Qualified Stock Option Agreement (Oak Technology Inc)

GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be exercised by the Employee Director by completing, executing and delivering to the Company the a Notice of Exercise and Investment Representation Statement ("the “Notice of Exercise"), in substantially the form attached hereto as Exhibit A, which Notice of Exercise shall specify the number of shares of Common Stock which the Employee Director elects to purchase. The Company's ’s obligation to deliver shares upon the exercise of this Option shall be subject to the Employee's Director’s satisfaction of all applicable federal, state, local and foreign income and employment tax withholding requirements, if any. The Director may satisfy any such withholding obligations, in whole or in part, by delivery of shares of the Company’s Common Stock already owned by the Director and which are not subject to repurchase, forfeiture, vesting or other similar requirements or restrictions. The Fair Market Value of any such shares used to satisfy such withholding obligations shall be determined as of the date the amount of tax to be withheld is to be determined. Upon receipt of such Notice of Exercise and of payment of the purchase price (and payment of any applicable taxes as provided above), the Company shall, as soon as reasonably possible and subject to all other provisions hereof, deliver certificates for the shares of Common Stock so purchased, registered in the Employee's Director’s name or in the name of his or her legal representative (if applicable). Payment of the purchase price upon any exercise of the Option shall be made by delivery of a combination of cash check acceptable to the Company or a check in cash; provided, however, that the Board may, in its sole and a promissory note absolute discretion, accept any other legal consideration to the extent permitted by under applicable laws and the Plan including, without limitation, consummation of an immediate sale proceeds transaction (“Immediate Sale Proceeds”), which transaction may be executed (a) through a “same day sale” commitment from the Director and under the applicable provisions a broker-dealer that is a member of the Delaware General Corporation Law and any other law. Subject National Association of Securities Dealers (a “NASD Dealer”) whereby the Director irrevocably elects to the limitations set forth in the immediately preceding sentence, the par value of the shares to which the exercise of the Option relates shall be paid in cash or by check and the balance of the exercise price shall be paid by delivery to the Company of cash, sell a check or a full recourse secured promissory note, bearing interest at the per annum rate which is not less than the "test rate" as set by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise. Any such promissory note shall be secured by a pledge portion of the shares of Common acquired Stock so purchased under the Option to pay for the aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the aggregate exercise price directly to the Company or (b) through a “margin” commitment from the Director and a NASD Dealer whereby the Director irrevocably elects to exercise the Option and to pledge the shares of Common Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Option. If this Option is exercised by Optionee's successor in interest following a transfer aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option under Sections 9.2 or 10, payment of aggregate exercise price directly to the purchase price shall be by cash or check and no portion may be paid by such successor's promissory noteCompany.

Appears in 1 contract

Samples: Outside Director Non Qualified Stock Option Agreement (Zoran Corp \De\)

GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be exercised by the Employee by either contacting E*Trade OptionsLink at xxx.xxxxxxxxxxx.xxx or OptionsLink Customer Services at (000) 000-0000 to process the transaction; or by completing, executing and delivering to the Company the a Notice of Exercise and Investment Representation Statement (the "Notice of Exercise"), in substantially the form attached hereto as Exhibit A, which Notice of Exercise shall specify the number of shares of Common Stock which the Employee elects to purchase. The Company's obligation to deliver shares upon the exercise of this Option shall be subject to the Employee's satisfaction of all applicable federal, state, local and foreign income and employment tax withholding requirements, if any. Upon receipt of such Notice of Exercise and of payment of the purchase price (and payment of applicable taxes as provided above), the Company shall, as soon as reasonably possible and subject to all other provisions hereof, deliver certificates for the shares of Common Stock so purchased, registered in the Employee's name or in the name of his or her legal representative (if applicable). Payment of the purchase price upon any exercise of the Option shall be made by delivery of a combination of cash check acceptable to the Company or a check in cash; provided, however, that the Committee may, in its sole and a promissory note absolute discretion, accept any other legal consideration to the extent permitted by under applicable laws and the Plan including, without limitation, consummation of an immediate sale proceeds transaction ("Immediate Sale Proceeds"), which transaction may be executed (a) through a "same day sale" commitment from the Employee and under the applicable provisions a broker-dealer that is a member of the Delaware General Corporation Law and National Association of Securities Dealers (a "NASD Dealer"), subject to any other law. Subject to the limitations set forth legislation which would prohibit such same-day-sale for Insiders, as defined in the immediately preceding sentencePlan, whereby the par value of the shares Employee irrevocably elects to which the exercise of the Option relates shall be paid in cash or by check and the balance of the exercise price shall be paid by delivery to the Company of cash, sell a check or a full recourse secured promissory note, bearing interest at the per annum rate which is not less than the "test rate" as set by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise. Any such promissory note shall be secured by a pledge portion of the shares of Common acquired Stock so purchased under the Option to pay for the aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the aggregate exercise price directly to the Company or (b) through a "margin" commitment from the Employee and a NASD Dealer whereby the Employee irrevocably elects to exercise the Option and to pledge the shares of Common Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Option. If this Option is exercised by Optionee's successor in interest following a transfer aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option under Sections 9.2 or 10, payment of aggregate exercise price directly to the purchase price shall be by cash or check and no portion may be paid by such successor's promissory noteCompany.

Appears in 1 contract

Samples: Employee Non Qualified Stock Option Agreement (Oak Technology Inc)

GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be exercised by the Employee by either contacting E*Trade OptionsLink at XXX.XXXXXXXXXXX.XXX or OptionsLink Customer Services at (000) 000-0000 to process the transaction; or by completing, executing and delivering to the Company the a Notice of Exercise and Investment Representation Statement (the "Notice of ExerciseNOTICE OF EXERCISE"), in substantially the form attached hereto as Exhibit A, which Notice of Exercise shall specify the number of shares of Common Stock which the Employee elects to purchase. The Company's obligation to deliver shares upon the exercise of this Option shall be subject to the Employee's satisfaction of all applicable federal, state, local and foreign income and employment tax withholding requirements, if any. Upon receipt of such Notice of Exercise and of payment of the purchase price (and payment of applicable taxes as provided above), the Company shall, as soon as reasonably possible and subject to all other provisions hereof, deliver certificates for the shares of Common Stock so purchased, registered in the Employee's name or in the name of his or her legal representative (if applicable). Payment of the purchase price upon any exercise of the Option shall be made by delivery of a combination of cash check acceptable to the Company or a check in cash; provided, however, that the Committee may, in its sole and a promissory note absolute discretion, accept any other legal consideration to the extent permitted by under applicable laws and the Plan including, without limitation, consummation of an immediate sale proceeds transaction ("IMMEDIATE SALE PROCEEDS"), which transaction may be executed (a) through a "same day sale" commitment from the Employee and under the applicable provisions a broker-dealer that is a member of the Delaware General Corporation Law and any other law. Subject National Association of Securities Dealers (a "NASD DEALER") whereby the Employee irrevocably elects to the limitations set forth in the immediately preceding sentence, the par value of the shares to which the exercise of the Option relates shall be paid in cash or by check and the balance of the exercise price shall be paid by delivery to the Company of cash, sell a check or a full recourse secured promissory note, bearing interest at the per annum rate which is not less than the "test rate" as set by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise. Any such promissory note shall be secured by a pledge portion of the shares of Common acquired Stock so purchased under the Option to pay for the aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the aggregate exercise price directly to the Company or (b) through a "margin" commitment from the Employee and a NASD Dealer whereby the Employee irrevocably elects to exercise the Option and to pledge the shares of Common Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Option. If this Option is exercised by Optionee's successor in interest following a transfer aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option under Sections 9.2 or 10, payment of aggregate exercise price directly to the purchase price shall be by cash or check and no portion may be paid by such successor's promissory noteCompany.

Appears in 1 contract

Samples: Employee Non Qualified Stock Option Agreement (Oak Technology Inc)

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GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be exercised by the Employee by either contacting [contact name] at [contact phone number] or [contact name] at [contact phone number] to process the transaction; or by completing, executing and delivering to the Company the a Notice of Exercise and Investment Representation Statement ("the “Notice of Exercise"), in substantially the form attached hereto as Exhibit A, which Notice of Exercise shall specify the number of shares of Common Stock which the Employee elects to purchase. The Company's ’s obligation to deliver shares upon the exercise of this Option shall be subject to the Employee's ’s satisfaction of all applicable federal, state, local and foreign income and employment tax withholding requirements, if any. Upon receipt of such Notice of Exercise and of payment of the purchase price (and payment of applicable taxes as provided above), the Company shall, as soon as reasonably possible and subject to all other provisions hereof, deliver certificates for the shares of Common Stock so purchased, registered in the Employee's ’s name or in the name of his or her legal representative (if applicable). Payment of the purchase price upon any exercise of the Option shall be made by delivery of a combination of cash check acceptable to the Company or a check in cash; provided, however, that the Committee may, in its sole and a promissory note absolute discretion, accept any other legal consideration to the extent permitted by under applicable laws and the Plan including, without limitation, consummation of an immediate sale proceeds transaction (“Immediate Sale Proceeds”), which transaction may be executed (a) through a “same day sale” commitment from the Employee and under the applicable provisions a broker-dealer that is a member of the Delaware General Corporation Law and any other law. Subject National Association of Securities Dealers (a “NASD Dealer”) whereby the Employee irrevocably elects to the limitations set forth in the immediately preceding sentence, the par value of the shares to which the exercise of the Option relates shall be paid in cash or by check and the balance of the exercise price shall be paid by delivery to the Company of cash, sell a check or a full recourse secured promissory note, bearing interest at the per annum rate which is not less than the "test rate" as set by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise. Any such promissory note shall be secured by a pledge portion of the shares of Common acquired Stock so purchased under the Option to pay for the aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the aggregate exercise price directly to the Company or (b) through a “margin” commitment from the Employee and a NASD Dealer whereby the Employee irrevocably elects to exercise the Option and to pledge the shares of Common Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Option. If this Option is exercised by Optionee's successor in interest following a transfer aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option under Sections 9.2 or 10, payment of aggregate exercise price directly to the purchase price shall be by cash or check and no portion may be paid by such successor's promissory noteCompany.

Appears in 1 contract

Samples: Employee Non Qualified Stock Option Agreement (Zoran Corp \De\)

GENERAL INSTRUCTIONS FOR EXERCISE. The Option shall be exercised by the Employee by either contacting E*Trade OptionsLink at xxx.xxxxxxxxxxx.xxx or OptionsLink Customer Services at (000) 000-0000 to process the transaction; or by completing, executing and delivering to the Company the a Notice of Exercise and Investment Representation Statement (the "Notice of Exercise"), in substantially the form attached hereto as Exhibit A, which Notice of Exercise shall specify the number of shares of Common Stock which the Employee elects to purchase. The Company's obligation to deliver shares upon the exercise of this Option shall be subject to the Employee's satisfaction of all applicable federal, state, local and foreign income and employment tax withholding requirements, if any. Upon receipt of such Notice of Exercise and of payment of the purchase price (and payment of applicable taxes as provided above), the Company shall, as soon as reasonably possible and subject to all other provisions hereof, deliver certificates for the shares of Common Stock so purchased, registered in the Employee's name or in the name of his or her legal representative (if applicable). Payment of the purchase price upon any exercise of the Option shall be made by delivery of a combination of cash check acceptable to the Company or a check in cash; provided, however, that the Committee may, in its sole and a promissory note absolute discretion, accept any other legal consideration to the extent permitted by under applicable laws and the Plan including, without limitation, consummation of an immediate sale proceeds transaction ("Immediate Sale Proceeds"), which transaction may be executed (a) through a "same day sale" commitment from the Employee and under the applicable provisions a broker-dealer that is a member of the Delaware General Corporation Law and any other law. Subject National Association of Securities Dealers (a "NASD Dealer") whereby the Employee irrevocably elects to the limitations set forth in the immediately preceding sentence, the par value of the shares to which the exercise of the Option relates shall be paid in cash or by check and the balance of the exercise price shall be paid by delivery to the Company of cash, sell a check or a full recourse secured promissory note, bearing interest at the per annum rate which is not less than the "test rate" as set by the regulations promulgated under Sections 483 or 1274, as applicable, of the Internal Revenue Code and as in effect on the date of exercise. Any such promissory note shall be secured by a pledge portion of the shares of Common acquired Stock so purchased under the Option to pay for the aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the aggregate exercise price directly to the Company or (b) through a "margin" commitment from the Employee and a NASD Dealer whereby the Employee irrevocably elects to exercise the Option and to pledge the shares of Common Stock so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Option. If this Option is exercised by Optionee's successor in interest following a transfer aggregate exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Option under Sections 9.2 or 10, payment of aggregate exercise price directly to the purchase price shall be by cash or check and no portion may be paid by such successor's promissory noteCompany.

Appears in 1 contract

Samples: Employee Non Qualified Stock Option Agreement (Oak Technology Inc)

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