Common use of How to Exercise Clause in Contracts

How to Exercise. The Options hereby granted shall be exercised by written notice to Xxxxx Xxxxxx, the administrator of the Plan (please refer to xxx.xxxxxxxxxxxxx.xxx for how to send such notice) or such successor administrator, specifying the number of Shares you then desire to purchase, together with a check payable to the order of the Company for an amount in United States dollars equal to the Option Price of such Shares or, delivery (or certification of ownership) of any class of the Company’s stock having an aggregate Fair Market Value (as of the trading date immediately preceding the date of exercise) equal to such Option Price, or a combination of cash and such Shares. The notice shall also specify how any applicable tax withholding will be satisfied. Subject to the approval of the Board, you may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under the Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the Board, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As soon as practicable after receipt of such written notification and payment, the Company shall issue or transfer to you, the number of Shares with respect to which such Options shall be so exercised and not sold. However, if the Option Price is satisfied by certification of previously acquired Shares, the Company shall issue or transfer to you a number of Shares equal to the number of Shares with respect to which the Options are exercised less the number to which you have certified ownership. Upon receipt of applicable withholding taxes, the Company shall deliver to you a certificate or certificates, or evidence of book entry Shares.

Appears in 1 contract

Samples: Award Agreement (Hewitt Associates Inc)

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How to Exercise. The Once vested, the Options hereby granted shall be exercised by written notice to Xxxxx Xxxxxx, the administrator of the Plan Company’s Chief Financial Officer (please refer to xxx.xxxxxxxxxxxxx.xxx for how to send such noticeCFO) or such successor administratorother administrator as may be designated by the CFO, specifying the number of Shares you subject to this Option that the Participant then desire desires to purchase, together with a check exercise. The Option Price upon exercise of these Options shall be payable to the order Company in full either: (a) in cash or its equivalent (acceptable cash equivalents shall be determined at the sole discretion of the Company for an amount in United States dollars equal to the Option Price of such Committee but shall include a certified check); or (b) by tendering previously acquired Shares or, delivery (or certification of ownership) of any class of the Company’s stock having an aggregate Fair Market Value (as at the time of the trading date immediately preceding the date of exercise) exercise equal to such the total Option Price (provided that the Shares which are tendered must have been held by the Participant for at least six months prior to their tender to satisfy the Option Price, ); or (c) by a combination of cash (a) and such Shares. The notice shall also specify how any applicable tax withholding will be satisfied(b). Subject to the approval of the BoardCommittee, you the Participant may be permitted to exercise pursuant to a “cashless exercise” procedure, as permitted under the Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which the BoardCommittee, in its sole discretion, determines to be consistent with the Plan’s purpose and applicable law. As soon promptly as practicable after receipt of such written notification notice and paymentpayment upon exercise, the Company shall issue cause to be issued and delivered to the Participant or transfer his or her legal representative, as the case may be, certificates for the Shares so purchased. The Share certificates shall be issued in the Participant’s name (or, at the discretion of the Participant, jointly in the names of the Participant and the Participant’s spouse). The Company shall maintain a record of all information pertaining to youthe Participant’s rights under this Agreement, including the number of Shares with respect to which such Options shall be so exercised and not sold. However, if the Option Price is satisfied by certification of previously acquired Shares, the Company shall issue or transfer to you a number of Shares equal to the number of Shares with respect to for which the Options are exercised less exercisable. If all of the number Options granted pursuant to which you this Agreement have certified ownership. Upon receipt of applicable withholding taxesbeen exercised, this Agreement shall be returned to the Company shall deliver to you a certificate or certificates, or evidence of book entry Sharesand canceled.

Appears in 1 contract

Samples: Nonqualified Stock Option Award Agreement (Keystone Automotive Industries Inc)

How to Exercise. The Options hereby granted shall be exercised by (1) contacting the Company's Stock Option Coordinator (currently, Kelly Land) at (864/597-8671), (2) submitting a written notice to Xxxxx Xxxxxx, (xx xhe form required by the administrator Company on the date of the Plan (please refer to xxx.xxxxxxxxxxxxx.xxx for how to send such noticeexercise) or such successor administrator, specifying the number of Shares shares you then desire to purchase. Unless the exercise is a broker-assisted "cashless exercise" as described below, together with a check payable to the order such written notice must be accompanied by full payment in cash, shares of stock of the Company previously acquired by you (which shares may be delivered by attestation or actual delivery of one or more certificates), or any combination thereof, for an amount in United States dollars equal to the Option Price of such Shares or, delivery (or certification of ownership) of any class of the Company’s stock having an aggregate Fair Market Value (as of the trading date immediately preceding the date of exercise) equal to such Option applicable Exercise Price, or a combination of cash and such Shares. The notice shall also specify how plus any applicable tax withholding will be satisfiedamount; provided, however, that if shares of stock are used for this purpose, such shares must have been held by you for at least such period of time, if any, as necessary to avoid the recognition of an expense under generally accepted accounting principles as a result of the exercise of the Options. Subject The fair market value of the surrendered shares of stock as of the last trading day immediately prior to the approval exercise date shall be used in valuing and shares used in payment of the Board, you may be permitted to exercise pursuant to a “cashless exercise” procedure, as Option Price or applicable tax withholding amounts. To the extent permitted under Regulation T of the Federal Reserve Board’s Regulation T, and subject to applicable securities laws and at the discretion of Compensation and Incentives Committee of the Board of Directors of the Company, the Option may be exercised through a broker in a so-called "cashless exercise" whereby the broker sells the Option shares and delivers cash sales proceeds to the Company in payment of the Exercise Price. In such case, the date of exercise shall be deemed to be the date on which notice of exercise is received by the Company and the exercise price shall be delivered to the Company on the settlement date.) Notwithstanding the above, the Company has the authority and the right to deduct or withhold an amount sufficient to satisfy federal, state, and local taxes (including any FICA obligation) required by law restrictions, or by to be withheld with respect to any other means which taxable event arising as a result of the Boardexercise of the Option. Such withholding requirement may be satisfied, in its sole discretionwhole or in part, determines at the election of the Company, by withholding Option shares having a fair market value on the date of withholding equal to the minimum amount (and not any greater amount) required to be consistent withheld for tax purposes, all in accordance with such procedures as the Plan’s purpose and applicable lawCommittee establishes. As soon as practicable after receipt of such written notification and paymentpayment and satisfaction of applicable tax withholding requirements, the Company shall issue or transfer to you, when applicable, the number of Shares with respect to which such Options shall be so exercised and not sold. However, if the Option Price is satisfied by certification of previously acquired Shares, the Company shall issue or transfer to you a number of Shares equal to the number of Shares with respect to which the Options are exercised less the number to which you have certified ownership. Upon receipt of applicable withholding taxes, the Company shall deliver to you either a certificate or certificates, certificates for such shares or evidence of book entry Sharesof such Shares registered in your name.

Appears in 1 contract

Samples: Dennys Corp

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How to Exercise. The Generally, the Options hereby granted shall will be exercised through a broker-assisted cashless exercise (as described below) by written notice (1) accessing Employee Stock Plans in your E*TRADE account at xxxxxx.xxx; and/or (2) calling E*TRADE’s Employee Stock Plans Customer Service at 1-800-838-0908. If you wish to Xxxxx Xxxxxxexercise options through a method other than through a broker-assisted “cashless exercise” (i.e., a cash or stock purchase) you may do so by (1) contacting E*TRADE at the administrator of the Plan telephone number or website address above; or (please refer to xxx.xxxxxxxxxxxxx.xxx for how to send such notice2) or such successor administrator, specifying the number of Shares you then desire to purchase, together with a check payable to the order of the Company for an amount in United States dollars equal to the Option Price of such Shares or, delivery (or certification of ownership) of any class of contacting the Company’s stock having an aggregate Fair Market Value Stock Option Coordinator (as of currently Xxxxx Land) at 000-000-0000 and submitting a written notice (in the trading date immediately preceding form provided by the Company on the date of exercise) equal specifying the number of shares you then desire to such Option purchase accompanied by full payment in cash, shares of stock of the Company previously acquired by you (which shares may be delivered by attestation or actual delivery of one or more certificates), or any combination thereof, for the applicable Exercise Price, or a combination of cash and such Shares. The notice shall also specify how plus any applicable tax withholding will be satisfiedamount; provided, however, that if shares of stock are used for this purpose, such shares must have been held by you for at least such period of time, if any, as necessary to avoid the recognition of an expense under generally accepted accounting principles as a result of the exercise of the Options. Subject The fair market value of the surrendered shares of stock as of the last trading day immediately prior to the approval exercise date shall be used in valuing and shares used in payment of the Option Price or applicable tax withholding amounts. To the extent permitted under Regulation T of the Federal Reserve Board, you and subject to applicable securities laws and at the discretion of Compensation and Incentives Committee, the Option may be permitted to exercise pursuant to exercised through a broker in a so-called “cashless exercise” procedurewhereby the broker sells the Option shares and delivers cash sales proceeds to the Company in payment of the exercise price. In such case, the date of exercise shall be deemed to be the date on which notice of exercise is received by the Company and the exercise price shall be delivered to the Company on the settlement date. Notwithstanding the above, the Company has the authority and the right to deduct or withhold an amount sufficient to satisfy federal, state, and local taxes (including any FICA obligation) required by law to be withheld with respect to any taxable event arising as permitted under a result of the Federal Reserve Board’s Regulation T, subject to securities law restrictions, or by any other means which exercise of the BoardOption. Such withholding requirement may be satisfied, in its sole discretionwhole or in part, determines at the election of the Company, by withholding Option shares having a fair market value on the date of withholding equal to the minimum amount (and not any greater amount) required to be consistent withheld for tax purposes, all in accordance with such procedures as the Plan’s purpose and applicable lawCommittee establishes. As soon as practicable after receipt of such written notification and paymentpayment and satisfaction of applicable tax withholding requirements, the Company shall issue or transfer to you, when applicable, the number of Shares with respect to which such Options shall be so exercised and not sold. However, if the Option Price is satisfied by certification of previously acquired Shares, the Company shall issue or transfer to you a number of Shares equal to the number of Shares with respect to which the Options are exercised less the number to which you have certified ownership. Upon receipt of applicable withholding taxes, the Company shall deliver to you either a certificate or certificates, certificates for such shares or evidence of book entry Sharesof such Shares registered in your name.

Appears in 1 contract

Samples: Stock Option Award Agreement (Dennys Corp)

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