Manner of Exercise; Payment. The Holder may exercise this Warrant (or portion thereof owned by the Holder, as the case may be), in whole or in part, during normal business hours on any Business Day on or prior to the Expiration Date, by delivering to the Company at its Chief Executive Office, a subscription (in the form attached to this Warrant as Exhibit I (the “Notice of Exercise”)) duly executed by the Holder. Within one (1) Business Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company, at the Holder’s election, (a) in cash, (b) by certified check payable to the order of the Company, (c) by wire transfer of immediately available funds, (d) by cancellation of Warrant Shares, with any such Warrant Shares so cancelled being credited against such payment in an amount equal to the Fair Market Value thereof, as set forth in Section 1.4, or (e) if the Holder is the Purchaser or any of its Affiliates, by the surrender by the Holder to the Company of any indebtedness of the Company held by the Holder, with any such indebtedness of the Company so surrendered being credited against such payment in an amount equal to the then outstanding principal amount thereof plus accrued interest thereon through the date of surrender, or by any combination of any of the foregoing methods, of the amount obtained by multiplying (i) the number of Warrant Shares designated in such subscription by (ii) the Per Share Warrant Exercise Price (the “Aggregate Purchase Price”) and the Holder shall thereupon be entitled to receive the number and type of duly authorized Warrant Shares, determined as provided in Sections 2 through 4. The Company acknowledges that the provisions of clauses (d) and (e) are intended, in part, to ensure that a full or partial exchange of this Warrant will qualify as a conversion, within the meaning of paragraph (d)(3)(ii) of Rule 144 promulgated by the Commission under the Securities Act (“Rule 144”). At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section 1.1 in order to accomplish such intent. For the avoidance of doubt, this Warrant shall only be exercisable at the Per Share Warrant Exercise Price. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of a Notice of Exercise shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant...
Manner of Exercise; Payment. 4.1 Exercise of the Option shall be effected by giving written notice of exercise to the Company, in care of the Secretary of the Company. Any such notice shall state the number of shares of Optioned Stock for which the Option is being exercised and shall be accompanied by payment in full of the exercise price for such shares of Optioned Stock. Such notice shall be irrevocable once given.
4.2 Employee shall have the right to exercise the Option with respect to all or part of the Optioned Stock. Exercise of the Option with respect to part of the Optioned Stock does not waive or limit Employee's rights with respect to the balance of the Optioned Stock.
4.3 The exercise price for the Optioned Stock upon exercise shall be payable in cash or its equivalent; provided, however, that if the Committee, in its discretion, so determines at or prior to the time of exercise, Employee may pay all or a portion of the exercise price in shares of Common Stock previously acquired by Employee; provided further that if such shares were acquired through exercise of an option or under a stock appreciation right or through the grant by the Company of restricted stock or unrestricted stock, Employee shall have held such shares for a period of more than 12 months on the Date of Exercise; provided further that any right to pay the exercise price by delivery of shares shall be subject to applicable laws. In the event all or a portion of the aggregate exercise price is paid with shares of Common Stock, the shares of Common Stock surrendered in payment of such Option shall be valued in such manner as the Committee reasonably determines.
Manner of Exercise; Payment. All or any of the Warrants represented by a Global Warrant Certificate or in the form of Direct Registration Warrants may be exercised during the Exercise Period by the registered holder thereof during normal business hours on any Business Day, by delivering (A) written notice of such election (“Warrant Exercise Notice”) to exercise the Warrants to the Company and the Warrant Agent at the addresses set forth in Section 8 hereof no later than 5:00 p.m., New York City time, on the Expiration Date, which Warrant Exercise Notice shall be (i) substantially in the form set forth in Exhibit A-2 in the case of Warrants represented by a Global Warrant Certificate and (ii) substantially in the form set forth in Exhibit A-3 in the case of Direct Registration Warrants; and (B) if such Warrants are represented by a Global Warrant Certificate, by no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the date that is three Business Days after a Warrant Exercise Notice is delivered, such Warrants to the Warrant Agent (by book-entry transfer through the facilities of the Depository). The documents referred to in clauses (A) and (B) of the immediately preceding sentence shall be accompanied by payment in full of the Exercise Price together with any applicable taxes and governmental charges for each Warrant being exercised as follows:
(a) by bank wire transfer in immediately available funds to the order of the Warrant Agent; or
(b) on a cashless basis, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the Fair Market Value (as defined below) less the Exercise Price by (y) the Fair Market Value (the “Cashless Exercise Ratio”).
Manner of Exercise; Payment. This Warrant may be exercised by holder hereof, in whole or in part, during normal business hours on any business day during the period of the Warrant by surrendering the Warrant to the Company at its offices accompanied by payment in cash, certified check or official bank check payable to the order of the Company.
Manner of Exercise; Payment. To exercise this Warrant, the holder hereof shall deliver to the Company (a) a Notice of Exercise duly executed by such holder specifying the number of shares of Series B Preferred Stock to be purchased, (b) an amount equal to the aggregate Exercise Price for all shares of Series B Preferred Stock to be purchased pursuant to this Warrant and (c) this Warrant. At the option of such holder, payment of the Exercise Price may be made by (A) either of the Permitted Payment Methods, (B) deduction from the number of shares otherwise to be delivered upon exercise of the Warrant that number of shares of Series B Preferred Stock which has an aggregate Current Market Price on the date of exercise - or if such Series B Preferred Stock is not then publicly traded, an aggregate Fair Value on the date of exercise - equal to the aggregate Exercise Price for all shares to be purchased pursuant to this Warrant or (C) by any combination of the foregoing methods. The exercise of this Warrant and payment of the Exercise Price pursuant to Section 1.2(B) above is intended to qualify as a tax free reorganization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended.
Manner of Exercise; Payment. This Warrant may be exercised by the Holder, in whole or in part, during normal business hours on any Business Day on or prior to the Expiration Date, by surrender of this Warrant to the Company at its Chief Executive Office, accompanied by a subscription (in the form attached to this Warrant as Annex I hereto) (or a reasonable facsimile thereof) duly executed by such Holder and accompanied by a counterpart signature page to the LLC Agreement (including the Holder’s agreement to be bound by the terms thereof as applicable) and payment, (i) in cash, (ii) by certified check payable to the order of the Company, (iii) by wire transfer of immediately available funds, or (iv) by “conversion” of this Warrant such that the number of Warrant Units issuable on conversion shall be reduced by that number of Warrant Units equal to the aggregate Warrant Price divided by the Fair Market Value of the Warrant Units as of the date of conversion, or by any combination of any of the foregoing methods, of the amount obtained by multiplying (a) the number of Class A Units designated in such subscription by (b) the Warrant Price, and such Holder shall thereupon be entitled to receive the number of duly authorized Warrant Units determined as provided in Sections 2 through 4.
Manner of Exercise; Payment. The Holder may exercise this Warrant (or portion thereof owned by the Holder, as the case may be), in whole or in part, for such number of Warrant Shares as determined pursuant to Section 2 below, only immediately prior to the occurrence of a Triggering Event or in connection with an exercise of Co-Sale Rights (subject to the limitations set forth in Section 2.1 (d) below), by surrender of this Warrant to the Company at its Chief Executive Office, accompanied by a subscription (in the form attached to this Warrant as Exhibit I) duly executed by the Holder and accompanied by payment, at the Holder's election, (i) in cash, (ii) by certified check payable to the order of the Company, (iii) by wire transfer of immediately available funds, (iv) by cancellation of Warrant Shares, with any such Warrant Shares so cancelled being credited against such payment in an amount equal to the Fair Market Value thereof (a "Cashless Exercise"), or (v) by any combination of any of the foregoing methods, of the amount obtained by multiplying (a) the number of Warrant Shares designated in such subscription by (b) the Warrant Price, and the Holder shall thereupon be entitled to receive the number and type of duly authorized Warrant Shares determined as provided in Sections 2 and 3.
Manner of Exercise; Payment. This Warrant may be exercised by the Holder, in whole or in part, at any time on or before the Expiration Date, by delivery and surrender of this Warrant to the Company at its Principal Office, accompanied by a subscription (in substantially the form attached as Exhibit A) duly executed by such Holder and accompanied by payment (a) in cash, (b) by certified check payable to the order of the Company, (c) by wire transfer of immediately available funds or (d) by Cashless Exercise, or by any combination of any of the foregoing methods set forth in Section 1.11.1(a) to (d); provided, however, that this Warrant may not be exercised on a Cashless Exercise basis in the event that there is an effective and available registration statement covering the resale of all Warrant Shares. Subject to the following paragraph in respect of a Cashless Exercise, such payment shall be in the amount obtained by multiplying (x) the number of Warrant Shares (without giving effect to any adjustment thereof) designated in such subscription by (y) the Warrant Exercise Price, and such Holder shall thereupon be entitled to receive the number of duly authorized Warrant Shares determined as provided in Sections 2, 3 and 4.
Manner of Exercise; Payment. This Warrant may be exercised by the Holder, in whole or in part, by surrendering this Warrant, with the purchase form in the form attached hereto as Exhibit A duly executed by the Holder, at the principal office of the Company, or at such other place as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise. Subject to Section 1.4 below, payment of the Purchase Price shall be by wire transfer to the account of the Company.
Manner of Exercise; Payment. This section 1 is subject to the terms and conditions of the 2007 Incentive Plan (the “2007 Plan”), the 2009 Executive Long Term Incentive Program (the “2009 LTIP” and together with the 2007 Plan, the “Plan Documents”) (capitalized terms used but not defined herein are used as defined in the Agreement and the Plan Documents), and the Performance Vested Stock Option Agreement (the “Agreement”) to which these Additional Terms and Conditions are attached and are made a part thereof. The PVSO may be exercised by the Optionee, his heirs or assigns at any time, in whole or in part; provided, however, that no such partial exercise shall be in increments of less than 100 shares, unless the aggregate number of shares as to which this option is exercisable prior to the Final Exercise Date is less than 100 shares (in which event such lesser amount may be exercised), by notice in writing delivered to the Company at its principal office. Such notice shall be accompanied by payment in full of the Option Price for the number of shares as to which the PVSO is being exercised, plus any federal, state, local or other tax or assessment (including any interest or penalties) the Company is required to withhold. Such payment shall be made in cash, by wire transfer, by certified check, bank draft or money order payable to the order of the Company. Except as otherwise provided by the Company, such payment may be made by the Optionee: (i) by delivery of shares of Class A Common Stock acceptable to the Company and having an aggregate fair market value (valued as of the date of exercise) that is equal to the amount of such payment; or (ii) by authorizing a third-party to sell shares of Class A Common Stock acquired upon exercise of the PVSO and remit to the Company a sufficient portion of the sale proceeds to pay such payment.
