Manner of Exercise of Options. 5.1 Subject to Clause 4.2, the Grantee may exercise one or more of the Options in whole, but not in part, during the Exercise Period in accordance with the following procedure:
(a) the Grantee is required to send to the Company a notice of its intention to exercise the Options (the Exercise Notice) in the form attached as Appendix 2 (or in such other form as prescribed by the Company from time to time);
(b) within five (5) Company Business Days the Company shall send to the Grantee an acknowledgement that such Exercise Notice has been received;
(c) the Grantee shall, within four (4) Bank Business Days from the date on which the Company notifies the Grantee that the Company has received the Exercise Notice, pay an amount calculated by multiplying the Exercise Price by the number of Common Shares to be obtained upon exercise of the Option(s) (the Exercising Purchase Price) to the Bank of Tokyo-Mitsubishi UFJ, Ltd. or such other bank as shall be appointed by the Company from time to time (the Appointed Bank); provided, however, that if the last Bank Business Day is not also a Company Business Day, then the date for payment shall be the next Company Business Day which is also a Bank Business Day. The date of exercise shall be the date of receipt by the Company of payment of the Exercising Purchase Price.
(d) Upon confirmation by the Company that the Grantee has fully paid the Exercising Purchase Price pursuant to this Clause 5.1 and any Taxation Liabilities pursuant to Clause 11, the Company shall promptly issue or transfer (as the case may be) the relevant number of Common Shares to the Grantee’s securities account in accordance with Clause 12. Upon payment of the Exercising Purchase Price by the Grantee to the Appointed Bank, the Grantee shall legally own the Common Shares acquired upon the exercise of the Options.
5.2 The Grantee may withdraw the Exercise Notice up until such time as the Grantee pays the Exercising Purchase Price by giving written notice to the Company to that effect; provided however, that once the Grantee has paid the Exercising Purchase Price in full, the Grantee cannot withdraw the Exercise Notice.
5.3 Notwithstanding Clause 5.2 above, following payment by the Grantee of the Exercising Purchase Price, the Exercise Notice shall be deemed withdrawn if the Company notifies the Grantee of its refusal to accept the exercise of the Options pursuant to Clauses 4.10 and 4.11. In such circumstances, the Company shall repay the Exercising Purchas...
Manner of Exercise of Options. 3.1. Subject to the terms and conditions of this Agreement and to the extent permitted under the PRC Law, the WFOE shall have the sole discretion in deciding the schedule, manner and times of its Exercise.
3.2. Subject to the terms and conditions of this Agreement and to the extent permitted by the then effective PRC Law, the WFOE is entitled to request the Existing Shareholders to transfer all or part of the equity interests in the Company to the WFOE or its designated entity or individual at any time.
3.3. Subject to the terms and conditions of this Agreement and to the extent permitted by the then effective PRC Law, the WFOE is entitled to request the Company to transfer all or part of its assets to the WFOE or its designated entity or individual at any time.
3.4. In respect of the Equity Call Option, the WFOE has discretion to determine the amount of the Transfer Equity Interests to be transferred to the WFOE and/or its designated entity or individual from the Existing Shareholders in each Exercise, and the Existing Shareholders shall transfer the Transfer Equity Interests to the WFOE and/or its designated entity or individual respectively according to the amount as requested by the WFOE. The WFOE and/or its designated entity or individual shall pay the Transfer Price to the Existing Shareholders for transfer of the Transfer Equity Interests in each Exercise.
3.5. In respect of the Assets Call Option, the WFOE has discretion to determine the specific Transfer Assets to be transferred to the WFOE and/or its designated entity or individual from the Company, and the Company shall transfer the Transfer Assets to the WFOE and/or its designated entity or individual at the request of the WFOE. The WFOE and/or its designated entity or individual shall pay the Transfer Price to the Company for transfer of the Transfer Assets in each Exercise.
3.6. Upon each Exercise, the WFOE may request transfer of all or any part of the Transfer Equity Interests or the Transfer Assets to itself or any third party designated by it.
3.7. Upon its decision of each Exercise, the WFOE shall issue a notice to the Existing Shareholders or the Company, as case may be, on the exercise of the Equity Call Option or the Assets Call Option (the “Exercise Notice”, the form of which is attached in Schedule B and Schedule C hereto). The Existing Shareholders or the Company shall, upon receipt of the Exercise Notice, promptly transfer all the Transfer Equity Interests or the Transfer Assets t...
Manner of Exercise of Options. 3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4.
3.2 Shares shall be issued pursuant to a notice of exercise within 30 days of the Date of Exercise.
3.3 Where the Option is exercised only in part the balance shall remain exercisable on the same terms as originally applied to the whole Option.
3.4 In the event that a Tax Liability becomes due on the exercise of the Option, the Option may not be exercised unless:-
3.4.1 the Company or other member of the Group is able to deduct an amount equal to the whole of the Tax Liability from the Executive’s net pay for the next pay period; or
3.4.2 the Executive has paid to the Company or other member of the Group an amount equal to the Tax Liability; or
3.4.3 the sum of the amount that the Executive has paid to the Company or other member of the Group in respect of the Company’s or other member of the Group’s obligation to satisfy the Tax Liability and the total amount that the Company or other member of the Group is able to deduct from the Executive’s net pay for the next pay period is equal to or more than the Tax Liability; or
3.4.4 the Executive authorises the Company or other member of the Group to withhold from the Option Shares (in respect of which a notice of exercise has been submitted in accordance with Clause 3.1) such number of shares as the Board considers necessary to dispose of in order to raise an amount equal to the Tax Liability; or
3.4.5 the Executive enters into such other arrangements for the satisfaction of the Tax Liability as are acceptable to the Company.
3.5 The Executive shall at any time upon request to join in with the Company or any other member of the Group or any other person in making any election or notice reasonably required by the Company or other member of the Group or other person (as applicable) for the purpose of ensuring that the liability for all employer’s National Insurance Contri...
Manner of Exercise of Options. The options or rights to purchase common stock described in Paragraph 6.1 above (collectively, the "Option") may be exercised in whole at any time, or in part from time to time, during the period commencing on the date of issuance ("Base Date") and expiring on the date of expiration ("Expiration Date") or, if any such day is a day on which banking institutions in the City of New York, New York are authorized by law to close, then on the next succeeding day that shall not be such a day, by presentation and surrender of Options to QUINTEK at its principal office, or at the office of its stock transfer agent, if any, with QUINTEK's Option Exercise Form duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of QUINTEK) of the Exercise Price for the number of shares specified in such Form and instruments of transfer, if appropriate, duly executed by the Holder or its duly authorized attorney.
Manner of Exercise of Options. To the extent that the Option has become exercisable pursuant to this agreement, the Option may be exercised (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which he wishes to exercise the Option accompanied by:
Manner of Exercise of Options. To exercise the options granted herein, the Optionee shall give written notice to the Corporation at its principal executive office, to the attention of the President of the Corporation accompanied by payment of the exercise price and by such other documents as the Board of Directors of the Corporation (the "Board") may request. The date the Corporation receives written notice of an exercise hereunder accompanied by payment of the exercise price and all such other documents as may be reasonably required by the Corporation will be considered the date the option was exercised. Promptly after receipt of written notice of exercise of an option, the Corporation shall, without stock issue or transfer taxes to the Optionee or any other person entitled to exercise the option, deliver to the Optionee or such other person a certificate or certificates for the requisite number of Option Shares. An Optionee or transferee of an option hereunder shall not have any privileges as a stockholder in the Corporation with respect to any stock covered by this option until the date of issuance of a stock certificate for such shares.
Manner of Exercise of Options. Any Option or any part thereof shall be exercised by Executive, his Permitted Transferee or, if after his death, a Beneficiary by a written notice to the Company stating the number of shares of Common Stock with respect to which the Option is being exercised and the form of payment of the exercise price of the Option and any related Withholding Taxes. Such payment may be made in any one or more of the following forms:
(a) cash, or
(b) previously-owned shares of Common Stock (which, if acquired from the Company or an Affiliate, shall have been held by Executive for at least six (6) months) valued at their Fair Market Value on the date of exercise. The Company shall deliver the purchased shares of Common Stock promptly after its receipt of notice of exercise and payment.
Manner of Exercise of Options. 3.1 To the extent that the Option has vested pursuant to schedule 1, the Option shall be exercisable on the dates specified in schedule 1 (in whole or in part) by the Executive, or as the case may be his personal representatives, giving prior notice in writing to the Company specifying the number of Shares in respect of which (s)he wishes to exercise the Option accompanied by the appropriate payment of the total Exercise Price (save to the extent that the Executive has made other arrangements for the payment of the total Exercise Price which are satisfactory to the Company) and, if required by the Company, the Tax Liability due under Clause 3.4.
Manner of Exercise of Options. Any Option or any part thereof shall be exercised by Executive, his Permitted Transferee or, if after his death, a Beneficiary by a written notice to the Company stating the number of shares of Common Stock with respect to which the Option is being exercised and the form of payment of the exercise price of the Option and any related Withholding Taxes. Such payment may be made in any one or more of the following forms:
(a) cash,
(b) previously-owned shares of Common Stock (which, if acquired from the Company or an Affiliate, shall have been held by Executive for at least six months) valued at their Fair Market Value on the date of exercise, or
(c) pursuant to a so-called “cashless exercise” arrangement through a broker-dealer to whom Executive, a Permitted Transferee or a Beneficiary, as applicable, has submitted an irrevocable notice of exercise which includes instructions to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay such exercise price or Withholding Taxes, as applicable. The Company shall deliver the purchased shares of Common Stock promptly after its receipt of notice of exercise and payment. The Company shall use its reasonable best efforts to cause all shares of Common Stock issued upon the exercise of Options to be registered or qualified under all applicable securities laws so that all such shares of Common Stock shall be unrestricted and freely transferable.
Manner of Exercise of Options. To exercise the Options granted herein, Optionee shall give written notice to the Corporation at its principal executive office, to the attention of the Secretary of the Corporation, accompanied by a proper notice of exercise setting forth the number of Option Shares with respect to which the Option is to be exercised, and by payment of the Exercise Price in one of the methods permitted by Section 9. Optionee further agrees that in connection with any exercise of all or part of this Option, Optionee shall deliver to the Corporation such sum, if any, as the Corporation deems necessary to satisfy any withholding and other tax obligations resulting from such exercise. Optionee may elect to surrender to the Corporation shares of common stock already owned by Optionee or shares that would otherwise have been acquired upon exercise to fulfill any tax withholding obligation. The date on which the Corporation receives written notice of an exercise hereunder accompanied by payment of the Exercise Price will be considered the date this Option was exercised. Promptly, and in no event more than five business days after receipt of written notice of exercise of all or part of this Option, the Corporation shall deliver to Optionee or such other person a certificate or certificates for the requisite number of Option Shares. Optionee or a permitted transferee of this Option hereunder shall not have any privileges as a stockholder of the Corporation with respect to any stock covered by this Option until the date of issuance of a stock certificate for such Option Shares. Notwithstanding the foregoing, whenever there is a potential that a Change in Control may occur, the Corporation shall assist and cooperate with the Optionee so that the Optionee is permitted, provided he takes the requisite actions that are within his control, to exercise this Option conditionally and satisfy all other requirements which must be met for the Optionee to preserve his rights to participate in the sale, and to ensure that the Optionee (a) fully participates in the sale if the Change in Control occurs and (b) will not be deemed to have exercised this Option if the Change in Control does not occur.
