Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3: (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or (iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or (iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or (v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and (c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and (d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and (e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Libbey Inc), Non Qualified Stock Option Agreement (Libbey Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Spectranetics Corp), Non Qualified Stock Option Agreement (Spectranetics Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (Spectranetics Corp), Incentive Stock Option Agreement (Spectranetics Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.3 hereof or as otherwise provided under the Plan:
(a) A written notice complying with in the applicable rules established by the Committee form of Exhibit A hereto stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such the Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's ’s Class A Common Stock which have been owned by the OptioneeOptionee for a period of more than six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude payment, in whole or in part, through the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension property of credit is prohibited by law; orany kind which constitutes good and valuable consideration;
(iv) With the consent of the Committee, property payment, in whole or in part, through the delivery of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Holder has placed a market sell order with a broker with respect to shares of the Company's Class A Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay timely pays a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(viv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii); provided, (ivhowever, that the payment in the manner prescribed in the preceding paragraphs shall not be permitted to the extent that the Committee determines that payment in such manner shall result in an extension or maintenance of credit, an arrangement for the extension of credit, or a renewal or an extension of credit in the form of a personal loan to or for any Director or executive officer of the Company that is prohibited by Section 13(k) and (v)of the Exchange Act or other applicable law; and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; or with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or consideration described in clauses (ii) shares and (iii) of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof Section 4.3(b) above equal to the sums required to be withheld, may be used to make all or part of such payment; and
(ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Nextera Enterprises Inc), Non Qualified Stock Option Agreement (Nextera Enterprises Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Administrator or its designee;
(b) Full payment to the Company of the aggregate exercise price, which payment shall be by any of the following, or a combination thereof:
(i) Full In cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; orcheck;
(ii) With Through the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to the shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay pays a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(viiii) With the consent of the CommitteeAdministrator, any combination through the surrender of shares of Common Stock then issuable upon exercise of the consideration provided in Option having a Fair Market Value on the foregoing subparagraphs (i), (ii), (iii), date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iv) and With the consent of the Administrator, through the delivery (actually or constructively) of shares of Common Stock to the Company with a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; or
(v); and) With the consent of the Administrator, through any other consideration permitted under the Plan and applicable law;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporationAffiliate employer) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; , which, with the consent of the CommitteeAdministrator, (i) may be in the form of consideration used by the Employee to pay for such shares under Section 4.3(b); provided, however, that if such payment is in the form of shares of the Company's Common Stock owned withheld from exercise or delivered (actually or constructively) by the OptioneeEmployee, duly endorsed for transfer, with a the Fair Market Value of such shares shall not exceed the sums necessary to pay the tax withholding based on the date of delivery equal minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentsupplemental taxable income; and
(ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Samples: Stock Option Agreement (Complete Production Services, Inc.), Stock Option Agreement (Complete Production Services, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3the Plan:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares Shares with respect to which such Option or portion is exercised; or
(ii) With the consent Shares of the Committee, (A) shares any class of the Company's Common Stock stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value on the date of delivery equal to the aggregate exercise Option price of the Shares with respect to which such Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The No Option may not be exercisedmay, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), (iii), (iv) and (vii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Samples: Stock Option Agreement (Back Channel Investments Inc), Stock Option Agreement (Maritime Partners LTD)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 2 contracts
Samples: Stock Option Agreement (Cancervax Corp), Stock Option Agreement (Cancervax Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; orexercised in accordance with Section 5.2d of the Plan.
(iii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(vii) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify as the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 9.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.32.3:
(a) A written An exercise notice complying with signed or submitted online using the applicable rules established website of the Company's designated brokerage firm by the Committee stating that the Option, Holder or a portion thereof, is exercised. The notice shall be signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator. Such notice shall be substantially in such form as is prescribed by the Administrator; and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Xxxxxx has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation Such representations and agreementdocuments as the Administrator, in a form satisfactory its absolute discretion, deems necessary or advisable to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares effect compliance with all applicable provisions of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee any other federal or other person then entitled to exercise such Option state securities laws or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to aboveregulations. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, under federalincluding payment of any applicable withholding tax, state or local tax law, it is required to withhold upon exercise which in the discretion of the Option; with Administrator may be in the consent form of consideration used by Holder to pay for such shares under Section 3.3(b), subject to Section 10.4 of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.2:
(a) A written notice complying with the applicable rules established by the Committee Board stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Independent Director or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the OptioneeIndependent Director, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee Independent Director upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the CommitteeBoard, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the CommitteeBoard, a notice that the Optionee Independent Director has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee Independent Director or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Independent Director or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the OptioneeIndependent Director, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Independent Director upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeIndependent Director, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Spectranetics Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and.
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable as to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify as the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares; and.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and.
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Director or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Administrator or its designee;
(b) Full payment to the Company of the aggregate exercise price, which payment shall be by any of the following, or a combination thereof:
(i) Full In cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; orcheck;
(ii) With Through the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Director has placed a market sell order with a broker with respect to the shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay pays a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(viiii) With the consent of the CommitteeAdministrator, any combination through the surrender of shares of Common Stock then issuable upon exercise of the consideration provided in Option having a Fair Market Value on the foregoing subparagraphs (i), (ii), (iii), date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof;
(iv) and With the consent of the Administrator, through the delivery (actually or constructively) of shares of Common Stock to the Company with a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the Option or exercised portion thereof; or
(v); and) With the consent of the Administrator, through any other consideration permitted under the Plan and applicable law.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporationAffiliate employer) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; , which, with the consent of the CommitteeAdministrator, (i) may be in the form of consideration used by the Director to pay for such shares under Section 4.3(b); provided, however, that if such payment is in the form of shares of the Company's Common Stock owned withheld from exercise or delivered (actually or constructively) by the OptioneeDirector, duly endorsed for transfer, with a the Fair Market Value of such shares shall not exceed the sums necessary to pay the tax withholding based on the date of delivery equal minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentsupplemental taxable income; and
(ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeDirector, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Complete Production Services, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Attachment III to the Grant Notice (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or his office any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:2(b):
(ai) A written notice complying with the applicable rules established An Exercise Notice signed or electronically accepted by the Committee stating that the Option, you or a portion thereof, is exercised. The notice shall be signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice in such form as is prescribed by the Committee and complying with all applicable rules established by the Committee; and
(iii) Full cash payment Subject to the Secretary Section 5.2(d) of the Plan, the receipt by the Company of full payment for the shares of Common Stock with respect to which such the Option or portion thereof is exercised, which may be in one of the following forms of consideration:
(A) By cash or check payable to the Company; or
(iiB) With the consent of the Committee, (A) by delivery of shares of Common Stock then issuable upon exercise of the Company's Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(C) With the consent of the Committee such payment may be made, in whole or in part, through the delivery of shares of Common Stock owned by the Optioneeyou, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or thereof and held by you for such period of time (Bif any) shares of the Company's Common Stock issuable as may be necessary to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofavoid adverse accounting consequences; or
(iiiD) With Through the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has you have placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viE) With the consent of the Committee, through the delivery of property of any kind which constitutes good and valuable consideration; or |
(F) Subject to any applicable laws, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), A) through (ii), (iii), (iv) and (vE); and
(ciii) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Committee or Board may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue book entries and issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; and
(div) Full payment to The receipt by the Company (or other employer corporationof payment of any applicable withholding tax, which may be in the form of consideration permitted under Section 3(b)(ii), subject to Section 3(d) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise below and Section 10.4 of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(ev) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optioneeyou, appropriate proof of the right of such person or persons to exercise the Option. Notwithstanding any of the foregoing, the Committee shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
Appears in 1 contract
Manner of Exercise. (a) The Option, or any exercisable portion thereof, Warrant may be exercised solely in full at one time or in part from time to time for the number of Warrant Shares then exercisable by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A giving written notice complying with the applicable rules established by the Committee stating that the Optionnotice, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise exercising the Option or such portion; and
(i) Full cash payment Warrant, to the Secretary Company, stating the number of the Company for the shares Warrant Shares with respect to which the Warrant is being exercised and the date of exercise thereof, which date shall be at least five days after the giving of such Option notice.
(b) Full payment by the Grantee of the Exercise Price for the Warrant Shares purchased shall be made on or portion is exercised; or
before the exercise date specified in the notice of exercise by delivery of (i) cash or a check payable to the order of the Company in an amount equal to such Exercise Price, (ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with Grantee having a Fair Market Value on (as defined in the date of delivery Plan) equal in amount to the aggregate exercise price of the Option or exercised portion thereofsuch Exercise Price, or (Biii) shares any combination of the Company's Common Stock issuable preceding clauses (i) and (ii).
(c) The Company shall be under no obligation to issue any Warrant Shares unless the person exercising the Warrant, in whole or in part, shall give a written representation and undertaking to the Optionee Company which is satisfactory in form and substance to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring such Warrant Shares for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such Warrant Shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act of 1933, or any other applicable law.
(d) Upon exercise of the OptionWarrant in the manner prescribed by this Section 5, with delivery of a Fair Market Value on certificate for the Warrant Shares then being purchased shall be made at the principal office of the Company to the person exercising the Warrant within a reasonable time after the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided specified in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares notice of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Optionexercise.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.32.3:
(a) A written notice complying with the applicable rules established by the Committee (or the Board, in the case of Options granted to an Independent Director) stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; andportion of the Option;
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option the Option, or portion thereof, is exercised. However, the Committee (or the Board, in the case of Options granted to an Independent Director), may in its sole and absolute discretion (i) allow a delay in payment up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(ii) With allow payment, in whole or in part, through the consent delivery of the Committee, (A) shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or (B) in part, through the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with Option having a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With allow payment, in whole or in part, through the consent delivery of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or
or (viv) With the consent of the Committee, allow payment through any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viv); and;
(c) A bona fide written representation Such representations and agreementdocuments as the Committee (or the Board, in a form satisfactory the case of Options granted to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee mayan Independent Director), in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. Without limiting The Committee (or the generality Board, in the case of the foregoingOptions granted to an Independent Director) may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Cherokee Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may Each exercise of this Option shall be exercised solely by delivery to the Secretary or his office ------------------ means of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A a written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to of exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer delivered to the Company, with a Fair Market Value on specifying the date number of delivery equal shares to be purchased and accompanied by payment to the aggregate Company of the full purchase price of the shares to be purchased solely (i) in cash or by check payable to the order of the Company, (ii) by delivery of shares of Common Stock of the Company already owned by, and in the possession of, Optionee, valued at their fair market value, as determined in accordance with Section 4 hereof, or (iii) (x) by a promissory note made by Optionee in favor of the Company, upon the terms and conditions determined by the Committee including, to the extent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other property, or (y) through a "cashless exercise," in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. Shares of Common Stock used to satisfy the exercise price of the this Option or exercised portion thereof, or shall be valued at their fair market value determined (Bin accordance with Section 4 hereof) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise (or if such date is not a business day, as of the Option or any portion thereof equal to the aggregate exercise price close of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than business day immediately preceding such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committeedate). The Committee may also prescribe the form of such note and the security to be given for such note. The This Option may not be exercised, however, by delivery exercised for a fraction of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good share and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on no partial exercise of this Option shall bear an appropriate legend referring to may be for less than (a) one hundred (100) shares or (b) the provisions total number of this subsection shares then eligible for exercise, if less than one hundred (c100) and the agreements hereinshares. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not This Option may be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, exercised (i) shares during the lifetime of the Company's Common Stock owned Optionee only by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or ; (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise extent permitted by the Committee or by the terms of this Agreement, Optionee's spouse if such spouse obtained the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 a qualified domestic relations order as defined by any person the Code or persons other than Title I of ERISA, or the rules thereunder ("Qualified Domestic Relations Order"); and (iii) after Optionee, appropriate proof 's death by his or her transferees by will or the laws of the right of such person descent or persons to exercise the Optiondistribution.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.32.3:
(a) A written An exercise notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the Committee) (the “Exercise Notice”); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee Holder or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Hxxxxx has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Holder or the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his Holder’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, under federalincluding payment of any applicable withholding tax, state or local tax law, it is required to withhold upon exercise which in the discretion of the Option; with Administrator may be in the consent form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3the Plan:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option of portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares Shares with respect to which such Option or portion is exercised; or
(ii) With the consent Shares of the Committee, (A) shares any class of the Company's Common Stock stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value on the date of delivery equal to the aggregate exercise price Purchase Price of the Shares with respect to which such Option or exercised portion thereofis thereby exercised, or options duly endorsed having an aggregate value (B) shares measured by the difference between fair market value of the Company's Common Stock issuable to Shares and the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof Purchase Price) equal to the aggregate exercise price Purchase Price of the Shares with respect to which such Option or exercised portion thereofthereof is thereby exercised; or
(iii) With the consent of the Committee, a full recourse A promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercisedNo option may, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), and (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it the Company is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice This Option shall be signed exercisable by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment delivery to the Secretary of the Company of an executed written Notice and Agreement in the form attached hereto as Exhibit B, or in such other form as may be required by the Company, which shall set forth Optionee's election to exercise this Option, the number of Shares being purchased and such other representations and agreements regarding Optionee's investment intent and access to information as may be required by the Company to comply with applicable securities laws.
(b) Such Notice and Agreement shall be accompanied by full payment of the Exercise Price for the shares with respect to which such Option Shares being purchased (i) in cash (including check, bank draft or portion is exercisedmoney order); or
(ii) With where approved by the consent Committee in its sole discretion, by surrender of Shares of the Committee, (A) shares of the Company's Common Stock Company owned by the Optionee, duly endorsed for transfer to the Company, with Optionee having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofExercise Price; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from as provided under the Company when or where such loan or other extension of credit is prohibited by lawPlan; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, by any combination of the consideration provided foregoing where approved by the Committee in the foregoing subparagraphs (i), (ii), (iii), (iv) and writing in its sole discretion; or (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to any other method the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as Committee may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, approve in its sole discretion, take whatever additional actions it deems appropriate subject to insure the observance terms and performance conditions of the Plan.
(c) Prior to the issuance of the Shares upon exercise of this Option, Optionee must pay or, in a manner acceptable to the Company, make adequate provision to pay, any applicable federal, state or local withholding obligations as determined by the Company.
(d) Provided that the foregoing Notice and Agreement and payment are in form and substance satisfactory to counsel for the Company, the Company shall issue the Shares registered in the name of the Optionee, the Optionee and the Optionee's spouse, or the Optionee's legal representative.
(e) Any exercisable portion of this Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when this Option becomes unexercisable under Paragraph 3; provided, however, that any partial exercise shall be for whole Shares only.
(f) This Option may not be exercised unless such representation and agreement and to effect exercise is in compliance with the Securities Act of 1933, as amended, and any other federal or all applicable state securities laws or regulations. Without limiting the generality of the foregoinglaws, the Committee may require an opinion of counsel acceptable to it to the as they are in effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Optionexercise.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.3 hereof or as otherwise provided under the Plan:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such the Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Class A Common Stock which have been owned by the OptioneeOptionee for a period of more than six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a the form satisfactory to attached hereto as EXHIBIT A (or, at the discretion of the Committee, such other form which the Committee deems satisfactory), signed by the Optionee or other person then entitled to exercise such the Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an the Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; or with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or consideration described in clauses (ii) shares and (iii) of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof Section 4.3(b) above equal to the sums required to be withheld, may be used to make all or part of such payment; and; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Nextera Enterprises Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may shall be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Board;
(ib) Full cash The payment to the Secretary Company of the Company aggregate Option exercise price for the shares with respect to which such Option or portion is exercised; orexercised in:
(i) Cash;
(ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof; oris exercised;
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii), (iv) and (v); and;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon in connection with the exercise of the OptionOption or a portion thereof; all or any part of such payment may be made, with the consent of the CommitteeBoard, (i) with shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, with shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, in each case, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld;
(d) Such representations and documents as the Board, may be used in its absolute discretion, deems necessary or advisable to make effect compliance with all applicable provisions of the Securities Act and any other Federal or part of state securities laws or regulations. The Board may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such paymentcompliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Southwest Water Co)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his his/her office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company;
(iii) With the consent of the Committee, with subject to the timing requirements of Section 4.4, payment, in whole or in part, through the surrender of shares of Common Stock then issuable upon exercise of the Option having a Fair Market Value fair market value on the date of delivery equal to the aggregate Option exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and;
(c) A bona fide written representation The payment to the Company (or other employer corporation) of all amounts which it is required to withhold under federal, state or local law in connection with the exercise of the Option;
(d) Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Committee may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering to transfer agents and registrars;
(e) The delivery by or on behalf of Optionee of such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) other ancillary agreements and the agreements herein. The written representation and agreement undertakings as may have been provided for or referred to in the first sentence Plan (including, without limitation, as contemplated by Section 2.3(b) of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesPlan); and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(ef) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Entertainment Boulevard Inc)
Manner of Exercise. 1.2.1 The OptionHolder may exercise this Warrant, in whole or any exercisable portion thereofin part, may be exercised solely by delivery to the Secretary or his office upon surrender of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Companythis Warrant, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercisedSubscription Agreement attached hereto duly executed, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company at its corporate office in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeSan Antonio, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunderTexas, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full upon payment to the Company (of the full Purchase Price for each Share to be purchased in lawful money of the United States, or other employer corporation) by certified or cashier’s check, or wired funds, and upon compliance with and subject to the conditions set forth herein.
1.2.2 Upon receipt of this Warrant with the form of Subscription Agreement duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Warrant is then being exercised, the Company shall cause to be issued certificates for the total number of whole Shares for which this Warrant is being exercised in such denominations as are required for delivery to the Holder, and the Company shall thereupon deliver such certificates to the Holder or its nominee.
1.2.3 In case the Holder shall exercise this Warrant with respect to less than all amounts whichof the Shares that may be purchased under this Warrant, under federal, state or local tax law, it is required to withhold the Company shall execute a new Warrant for the balance of the Shares that may be purchased upon exercise of this Warrant and deliver such new Warrant to the Option; with the consent Holder.
1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the Committeeissue of this Warrant, (i) shares or the issue of any Shares upon the exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Company's Common Stock owned by Shares in a name other than that of the OptioneeHolder at the time of surrender, duly endorsed for transfer, with a Fair Market Value on and until the date payment of delivery equal to such tax the sums Company shall not be required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of issue such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionShares.
Appears in 1 contract
Manner of Exercise. 1.2.1 The OptionHolder may exercise this Warrant, in whole or in part, upon surrender of this Warrant, with the duly executed exercise notice, in the form attached hereto as Appendix A, to the Company at its corporate office in Minnetonka, Minnesota, and upon payment to the Company of the Exercise Price for each Warrant Share to be purchased in lawful money of the United States, or any exercisable portion thereofby certified or cashier's check, may or wired funds or by cashless exercise as provided in Section 1.3 below.
1.2.2 Upon receipt of this Warrant with the duly executed exercise notice and accompanied by payment of the aggregate Exercise Price for the Warrant Shares for which this Warrant is then being exercised (unless this Warrant is being exercised on a cashless basis as provided in Section 1.3 below), the Company shall cause to be issued and delivered to the Holder, no later than three (3) Business Days after which this Warrant shall have been exercised, certificates for the total number of whole Warrant Shares for which this Warrant is being exercised solely by in such denominations as are required for delivery to the Secretary or his office of all Holder. If
(1) a certificate representing the Warrant Shares is not delivered to the Holder within five (5) Business Days of the following due exercise of this Warrant by the Holder and (2) prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established certificate is received by the Committee stating that Holder, the OptionHolder, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary any third party on behalf of the Company Holder or for the shares with respect to which such Option Holder’s account, purchases (in an open market transaction or portion is exercised; or
(ii) With the consent of the Committee, (Aotherwise) shares of the Company's Common Stock owned to deliver in satisfaction of a sale by the OptioneeHolder of shares represented by such certificate (a “Buy-In”), duly endorsed for transfer then the Company shall pay in cash to the Company, with Holder (for costs incurred either directly by such Holder or on behalf of a Fair Market Value on third party) the date of delivery equal to amount by which the aggregate exercise total purchase price paid for Common Stock as a result of the Option or exercised portion thereofBuy-In (including brokerage commissions, or (Bif any) shares of exceeds the Company's Common Stock issuable to the Optionee upon exercise of the Option, with proceeds received by such Holder as a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds result of the sale to which such Buy-In relates. The Holder shall provide the Company written notice and reasonable verification indicating the amounts payable to the Holder in satisfaction respect of the Option Buy-In.
1.2.3 In case the Holder shall exercise price; or
(vi) With the consent this Warrant with respect to less than all of the CommitteeWarrant Shares that may be purchased under this Warrant, any combination the Company shall execute a new Warrant for the balance of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating Warrant Shares that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on purchased upon exercise of this Option shall bear an appropriate legend referring Warrant and deliver such new Warrant to the provisions Holder.
1.2.4 The Company covenants and agrees that it will pay when due and payable any and all taxes which may be payable in respect of the issue of this subsection (c) and Warrant, or the agreements hereinissue of any Shares upon the exercise of this Warrant. The written representation and agreement referred to in the first sentence of this subsection (c) shallCompany shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of this Warrant or of the Warrant Shares in a name other than that of the Holder at the time of surrender, and until the payment of such tax the Company shall not be required if the shares to be issued pursuant to issue such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionWarrant Shares.
Appears in 1 contract
Samples: Security Agreement (Ante5, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his office the Secretary’s office, or such other place as may be determined by the Company, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.32.2 above:
(a) A written An exercise notice complying with in substantially in the applicable rules established form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Committee stating that Company) (the Option, or a portion thereof, is exercised. The notice shall be “Exercise Notice”) in writing signed by the Optionee Participant or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portion; andnotice complying with all applicable laws and all rules and procedures established by the Company;
(b) Subject to Section 5(c) of the Plan:
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares Shares with respect to which such the Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeCompany, (A) shares by delivery of Shares then issuable upon exercise of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With On and after the consent date the Company has a class of its securities registered under Section 12 of the CommitteeExchange Act, through the (A) delivery by Participant to the Company of an irrevocable and unconditional undertaking by a full recourse promissory note bearing interest broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price or (B) delivery by Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that payment is then made to the Company at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms time as may be prescribed required by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawCompany; or
(iv) With the consent of the CommitteeCompany, property any other method of any kind which constitutes good and valuable considerationpayment permitted under the terms of the Plan; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect Subject to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committeeany applicable laws, any combination of the consideration provided in allowed under the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andparagraphs;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed The receipt by the Optionee Company of full payment for any applicable withholding tax in cash or other person then entitled to exercise such Option by check or portionin the form of consideration permitted by the Company, stating that which, following the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify date the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution has a class of its securities registered under Section 12 of the shares by such person is contrary to Exchange Act shall include the representation and agreement referred to method provided for in Section 3(b)(iii) above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 above by any person or persons other than the OptioneeParticipant, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Revolution Medicines, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on Each exercise of this Option shall bear an appropriate legend referring be by means of a written notice of exercise delivered to the provisions Company, specifying the number of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such purchased, the exercise have been registered under price of the Securities Act, options being exercised and such registration is then effective in respect of such shares; and
(d) Full accompanied by payment to the Company (or other employer corporationx) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise the full purchase price of the Option; with the consent of the Committee, shares to be purchased (i) shares in cash or by certified, cashier's or (as funds clear) personal check payable to the order of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) by delivery of shares of Common Stock of the Company which have been owned by the Optionee for over six months and which are in the possession of the Optionee, or a combination thereof, and (y) of any required withholding taxes (as contemplated by Section 6 hereof) in cash or by certified, cashier's or (as funds clear) personal check payable to the order of the Company's Common Stock issuable . Payment of the exercise price may also be made by delivering (i) a properly executed exercise notice instructing the Company to deliver the shares being purchased to a broker, subject to the Optionee upon exercise broker's delivery of cash to the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof Company equal to the sums required exercise price plus any applicable tax withholding amount, (ii) irrevocable instructions to the broker to promptly deliver to the Company such amounts, and (iii) such other documentation as the Company and the broker shall request. This Option may not be withheld, exercised for a fraction of a share and no partial exercise of this Option may be used for less than (i) one hundred (100) shares or (ii) the total number of shares then eligible for exercise, if less than one hundred (100) shares. This Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) to make all the extent permitted by the Committee or part by the terms of this Agreement, Optionee's spouse if such payment; and
(e) In the event spouse obtained the Option or portion shall be exercised pursuant to Section 4.1 a qualified domestic relations order as defined by the Code or Title I of ERISA, or the rules thereunder ("Qualified Domestic Relations Order"); and (iii) after the Optionee's death by his or her transferees by will or the laws of descent or distribution, and not otherwise, regardless of any person or persons other than community property interest therein of the spouse of the Optionee, appropriate proof or such spouse's successors in interest. If the spouse of the right of such person Optionee shall have acquired a community property interest in this Option, the Optionee, or persons to the Optionee's permitted successors in interest, may exercise the OptionOption on behalf of the spouse of the Optionee or such spouse's successors in interest.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Hollywood Park Inc/New/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(iii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iiiii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iviii) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(viv) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(viv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), and (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; PROVIDED, that the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Option (or which may be repurchased from the Optionee of such Option within six months after such shares of Common Stock were acquired by the Optionee from the Company) in order to satisfy the Optionee's federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Price Legacy Corp)
Manner of Exercise. The Option, or any exercisable vested portion thereof, of this Option (“Vested Portion”) may be exercised solely from time to time, in whole or in part, but not as to less than 1,000 shares of Stock (unless the remaining shares then constituting the Vested Portion of this Option is less than 1,000 shares of Stock) at any time, by delivery to the Secretary or his Company at its principal office of all a stock option exercise agreement (the “Exercise Agreement”) substantially in the form attached hereto (the “Form”), which need not be the same for each Participant, stating the number of Shares being purchased, the following prior restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding the Participant’s investment intent and access to the time when the Option information and other matters, if any, as may be required or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established desirable by the Committee stating that the OptionCompany to comply with applicable securities laws. The Form must be duly executed by Participant and be accompanied by payment in cash, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer check payable to the Company, in full for the Exercise Price for the number of Shares being purchased. Alternatively, but only if the Company authorizes at the time of exercise at its sole discretion, and where permitted by law (i) by surrender of shares of Stock of the Company that have been owned by the Participant for more than six (6) months or lesser period if the surrender of Shares is otherwise exempt from Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with a Fair Market Value on the date respect to such shares, (ii) by forfeiture of delivery Shares equal to the aggregate value of the exercise price pursuant to the so called “immaculate cashless exercise ", (iii) by broker sale by following the required instructions therefore including as so authorized by the Company and its sole discretion instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the Option exercise price and the amount of any required tax or exercised portion thereofother withholding obligations, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, by any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares methods of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares payment or any other consideration or method of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Flux Power Holdings, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Board. Such notice shall be substantially in the form attached as Attachment III to the Grant Notice (or such other form as is prescribed by the Board); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the CommitteeBoard, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following (except as otherwise waived by such officer) prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Holder or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Holder duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the requirements of Section 5.4 of the Plan, shares of the Company's Common Stock issuable to the Optionee Holder upon exercise of the Option, in each case, with a Fair Market Value fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereofis thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude duly executed and delivered by the imputation Holder in the principal amount of interest under the Code exercise price thereof, or successor provision) and payable any portion thereof, in each case upon such terms and conditions (including without limitation, terms regarding rates of interest, payment schedule, collateral or other security) as may be prescribed by the Committee. The Committee may also prescribe the form of such note establish in its sole and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by lawabsolute discretion; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Holder or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Holder or other person then entitled to exercise such Option or portion will indemnify the Company against against, and hold it free and harmless from from, any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on upon exercise of an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided, however, with the consent of the Committee, any combination of the consideration provided in the foregoing subsections (i) shares of the Company's Common Stock owned by the Optionee), duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares and (iii) of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, preceding paragraph (b) may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Pfsweb Inc)
Manner of Exercise. The In order to exercise this Option, or any exercisable portion thereof, may be exercised solely by delivery the Participant shall deliver to the Secretary Chief Financial Officer or his office of all other designated officer of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
Company payment in full for (i) Full the shares being purchased and (ii) unless other arrangements have been made with the Committee, any required withholding taxes. The payment of the exercise price for each Option shall be either in cash payment or by check payable and acceptable to the Secretary Company; provided, however, with the consent of the Committee, which consent may be granted or withheld in the Committee’s sole discretion and subject to any instructions or conditions as the Committee may impose, payment of the exercise price and/or withholding may be made by (x) tendering to the Company shares of Common Stock having an aggregate Fair Market Value as of the date of exercise that is not greater than the full exercise price for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or is being exercised portion thereofand the amount required to be withheld, or (By) the Company may deliver certificates for the shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of for which the Option or any portion thereof equal is being exercised to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect for sale on behalf of Participant, provided that Participant has irrevocably instructed such broker to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale remit directly to the Company in satisfaction on Participant’s behalf from the proceeds of such sale the full amount of the Option exercise price; or
(vi) With , plus all required withholding taxes. In the consent of the Committeeevent that Participant, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, elects to make payment as allowed under clause (ix) above, the Committee may, upon confirming that Participant owns the number of shares being tendered, authorize the issuance of a new certificate for the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date number of delivery equal shares being acquired pursuant to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on Option, less the date number of exercise of shares being tendered upon the Option exercise, and return to Participant (or any portion thereof equal to not require surrender of) the sums required to be withheld, may be used to make all or part of such payment; and
(e) In certificate for the event shares being tendered upon the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Optionexercise.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Western Refining, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(i) With the consent of the Administrator, a delay in payment of up to 30 days from the date the Option, or portion thereof, is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) shares of the Company's ’s Common Stock owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's ’s Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the CommitteeAdministrator, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the CommitteeAdministrator, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeAdministrator in the form of, (i) shares of the Company's ’s Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; provided that the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Option (or which may be repurchased from the Optionee of such Option within six months after such shares of Common Stock were acquired by the Optionee from the Company) in order to satisfy the Optionee’s federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on Each exercise of this Option shall bear an appropriate legend referring be by means of a written notice of exercise delivered to the provisions Company, specifying the number of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, purchased and such registration is then effective in respect of such shares; and
(d) Full accompanied by payment to the Company (or other employer corporationx) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise the full purchase price of the Option; with the consent of the Committee, shares to be purchased (i) shares in cash or by certified, cashier’s or (as funds clear) personal check payable to the order of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) by delivery of shares of Common Stock of the Company which have been owned by the Optionee for over six months and which are in the possession of the Optionee, or a combination thereof, and (y) of any required withholding taxes (as contemplated by Section 7 hereof) in cash or by certified, cashier’s or (as funds clear) personal check payable to the order of the Company's Common Stock issuable . This Option may not be exercised for a fraction of a share and no partial exercise of this Option may be for less than (i) one hundred (100) shares or (ii) the total number of shares then eligible for exercise, if less than one hundred (100) shares. This Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) to the Optionee upon exercise extent permitted by the Committee or by the terms of this Agreement, Optionee’s spouse if such spouse obtained the Option pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the rules thereunder (“Qualified Domestic Relations Order”); and (iii) after the Optionee’s death by his or her transferees by will or the laws of descent or distribution, and not otherwise, regardless of any community property interest therein of the Option with a Fair Market Value on the date spouse of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof or such spouse’s successors in interest. If the spouse of the right of such person Optionee shall have acquired a community property interest in this Option, the Optionee, or persons to the Optionee’s permitted successors in interest, may exercise the OptionOption on behalf of the spouse of the Optionee or such spouse’s successors in interest.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Pinnacle Entertainment Inc)
Manner of Exercise. The Option, Series A Stock Option or any exercisable portion thereof, a Series A Stock Tandem SAR may be exercised solely only by delivery delivering to the Secretary or his office of Company all of the following prior and shall be considered exercised (as to the time when number of Series A Stock Option Shares or Series A Stock Tandem SARs specified in the Option notice referred to in subparagraph (a) below) on the later of (i) the date of exercise designated in the written notice referred to in subparagraph (a) below (or if the date so designated is not a business day, the first business day following such portion becomes unexercisable under Section 3.3date) or (ii) the first business day on which the Company has received all of the following:
(a) A written notice complying with Written notice, in such form as the applicable rules established by the Committee Board may require, stating that Grantee is exercising the OptionSeries A Stock Option and/or the Series A Stock Tandem SAR, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on setting forth the date of delivery equal to the aggregate such exercise price of the Option or exercised portion thereofand designating, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Optionamong other things, with a Fair Market Value on the date of exercise exercise, the number of the Series A Stock Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security Shares to be given for such note. The Option may not purchased and/or the number of Series A Stock Tandem SARs to be exercised, however, the aggregate purchase price to be paid by delivery Grantee (in the case of a promissory note or by a loan from the Company when or where exercise of Series A Stock Option Shares) and the manner in which such loan or other extension of credit payment is prohibited by law; orbeing made;
(ivb) With If the consent Series A Stock Option is to be exercised, payment of the CommitteeSeries A Stock Option Price for each Series A Stock Option Share to be purchased in such form, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any or combination of forms, as the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee mayBoard, in its sole discretion, take whatever additional actions it deems appropriate to insure may permit, including (i) cash, (ii) check, (iii) promissory note, (iv) whole shares of Series A Stock or Series B Stock already owned by Grantee, (v) the observance and performance withholding of shares of Series A Stock issuable upon such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality exercise of the foregoingSeries A Stock Option, (vi) the Committee may require an opinion delivery, together with a properly executed exercise notice, of counsel acceptable irrevocable instructions to it a broker to deliver promptly to the effect that Company the amount of sale or loan proceeds required to pay the purchase price, (vii) any subsequent transfer combination of the foregoing methods of payment, or (viii) such other consideration and method of payment as may be permitted for the issuance of shares acquired on an Option exercise does not violate under the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection Delaware General Corporation Law;
(c) Payment of, or other provision acceptable to the Board for, any and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be all withholding taxes required if the shares to be issued pursuant to such withheld by the Company upon exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesAward in accordance with paragraph 7 hereof; and
(d) Full payment Any other documentation that the Board may reasonably require (including, without limitation, proof satisfactory to the Company (Board that the Award is then exercisable for the number of Series A Stock Option Shares or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Series A Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionTandem SARs).
Appears in 1 contract
Samples: Non Qualified Stock Option and Stock Appreciation Rights Agreement (Tci Music Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Class A Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Class A Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a A notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Class A Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form reasonably satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole reasonable discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel reasonably acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Class A Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Class A Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Sba Communications Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
3 4 (a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person Person then entitled to exercise the Option or such portion, stating that the Option or portion is thereby exercised; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4 shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, exercised however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and
(i) Full cash payment to the Secretary of the Company (in cash) for the shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Committee, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iiiii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or
(iiiiv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. 1.3.1 The Holder may exercise this Option, in whole or any exercisable portion thereofin part, may upon surrender of this Option with the form of subscription attached hereto duly executed to the Company at its corporate office together with the full Purchase Price payable in cash.
1.3.2 Upon receipt of this Option with the form of subscription duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Option is then being exercised, the Company shall cause to be issued certificates or other evidence of ownership for the total number of whole Shares for which this Option is being exercised solely by in such denominations as are required for delivery to the Secretary Holder, and the Company shall thereupon deliver such documents to the Holder or his office of its nominee.
1.3.3 If the Holder exercises this Option with respect to fewer than all of the following prior to the time when the Option or such portion becomes unexercisable Shares that may be purchased under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the this Option, or the Company shall execute a portion thereof, is exercised. The notice shall be signed by new Option for the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary balance of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as Shares that may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable purchased upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option and deliver such new Option to the Holder.
1.3.4 The Company covenants and agrees to pay when due and payable any and all taxes that may be payable in respect of the issue of this Option, or the issue of any Shares upon the exercise of this Option. The Company shall bear an appropriate legend referring not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issuance or delivery of this Option or of the Shares in a name other than that of the Holder at the time of surrender, and until the payment of such tax, the Company shall not be required to issue such Shares.
1.3.5 The Company shall, at the time of any exercise of all or part of this Option, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holders shall continue to be entitled after such exercise in accordance with the provisions of this subsection (c) and Option, provided that if the agreements herein. The written representation and agreement referred to in the first sentence Holder of this subsection (c) shallOption fails to make any such request, however, such failure shall not be required if affect the shares continuing obligations of the Company to be issued pursuant afford any such rights to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionHolder.
Appears in 1 contract
Manner of Exercise. The 1.3.1 Upon compliance with and subject to the conditions set forth in this Option, the Holders may exercise this Option, in whole or any exercisable portion thereofin part, may be exercised solely by delivery upon surrender of this Option with the form of subscription attached hereto duly executed to the Secretary or Grantor at his corporate office of all of at the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying address indicated in this Option, together with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall full Purchase Price for each Share to be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
purchased (i) Full cash payment in lawful money of the United States, or by certified check, bank draft or postal or express money order payable in United States dollars to the Secretary order of the Company for the shares with respect to which such Option or portion is exercisedGrantor; or
(ii) With withheld Shares upon the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with including the Shares subject to this Option, having a Fair Market Value on at the date of exercise of time the Option or any portion thereof is exercised equal to the aggregate exercise price Purchase Price, plus the Holders’ payment to the Grantor of an amount equal to fifteen (15%) percent of the Option or exercised portion thereoftotal Purchase Price of the shares purchased under this Option, applicable withholding tax, if any; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), foregoing; or (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory manner acceptable to the CommitteeGrantor.
1.3.2 Upon receipt of this Option with the form of subscription duly executed and accompanied by payment of the aggregate Purchase Price for the Shares for which this Option is then being exercised, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that Grantor shall submit certificates representing the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting Shares purchased to the Company if any sale for transfer so that the Company will issue certificates or distribution other evidence of ownership, for the total number of whole Shares for which this Option is being exercised in such denominations as are required for delivery to the Holders, and the Grantor will direct the Company to deliver such certificates to the Holders or their nominees.
1.3.3 If the Holders exercise this Option with respect to fewer than all of the shares by such person is contrary to Shares that may be purchased under this Option, the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure Grantor shall execute a new Option for the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality balance of the foregoing, the Committee Shares that may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on be purchased upon exercise of this Option and deliver such new Option to the Holders.
1.3.4 The Holders will pay any transfer or similar tax that may be payable in respect of any transfer involved in the issuance or delivery of this Option or of the Shares to the Holders or in a name or names other than that of the Holders at the time of surrender, and until the payment of such tax, the Grantor shall bear an appropriate legend referring not be required to direct the Company to issue such Shares.
1.3.5 The Grantor shall, at the time of any exercise of all or part of this Option, upon the request of the Holders hereof, acknowledge in writing his continuing obligation to afford to such Holders any rights to which such Holders shall continue to be entitled after such exercise in accordance with the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shallOption, however, not be required provided that if the shares Holders shall fail to be issued pursuant make any such request, such failure shall not affect the continuing obligations of the Grantor to afford to such exercise have been registered under the Securities Act, and Holders any such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Optionrights.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee Board stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the CommitteeBoard, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the CommitteeBoard, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the CommitteeBoard, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporationany Subsidiary) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Scoop Inc/De)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee Associate or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeAssociate for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Associate has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee Associate or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Associate’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Associate or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Associate for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee Associate upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeAssociate, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal or, subject to the aggregate exercise price timing requirements of Section 5.4 of the Option or exercised portion thereofPlan, or (B) the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofthereof is exercised; or
(iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeAdministrator, (i) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 5.4 of the Plan, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums minimum amount required to be withheldwithheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or his office any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:2(b):
(ai) A written notice complying with the applicable rules established An Exercise Notice signed or electronically accepted by the Committee stating that the Option, you or a portion thereof, is exercised. The notice shall be signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice in such form as is prescribed by the Committee and complying with all applicable rules established by the Committee; and
(iii) Full cash payment Subject to the Secretary Section 5.2(d) of the Plan, the receipt by the Company of full payment for the shares of Common Stock with respect to which such the Option or portion thereof is exercised, which may be in one of the following forms of consideration:
(A) By cash or check payable to the Company; or
(iiB) With the consent of the Committee, (A) by delivery of shares of Common Stock then issuable upon exercise of the Company's Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(C) With the consent of the Committee such payment may be made, in whole or in part, through the delivery of shares of Common Stock owned by the Optioneeyou, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or thereof and held by you for such period of time (Bif any) shares of the Company's Common Stock issuable as may be necessary to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofavoid adverse accounting consequences; or
(iiiD) With Through the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has you have placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viE) With the consent of the Committee, through the delivery of property of any kind which constitutes good and valuable consideration; or
(F) Subject to any applicable laws, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), A) through (ii), (iii), (iv) and (vE); and
(ciii) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Committee or Board may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue book entries and issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; and
(div) Full payment to The receipt by the Company (or other employer corporationof payment of any applicable withholding tax, which may be in the form of consideration permitted under Section 3(b)(ii), subject to Section 3(d) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise below and Section 10.4 of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(ev) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optioneeyou, appropriate proof of the right of such person or persons to exercise the Option. Notwithstanding any of the foregoing, the Committee shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
Appears in 1 contract
Manner of Exercise. The Option, or any Any exercisable portion thereof, of the Option may be exercised solely by delivery delivering to the Office of the Secretary or his office of the Company at the Company’s principal office, all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.2:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; andprovided, that such rules do not impose any substantive requirements on the Optionee which are inconsistent with the terms of this Agreement or the Plan;
(ib) Full cash full payment to the Secretary of the Company aggregate Option Price for the shares Shares with respect to which such Option or portion thereof is exercised; or
exercised (i) in cash (by check or wire transfer or a combination of the foregoing), (ii) With a “net exercise” method whereby the consent of Option Price for the Committee, (A) shares of Shares being exercised is satisfied by the Company's Common Stock owned by Company withholding from the Shares otherwise issuable to the Optionee, duly endorsed for transfer to the Company, with a that number of Shares having an aggregate Fair Market Value on Value, determined as of the date of delivery exercise, equal to the aggregate exercise price product of (x) the Option or exercised portion thereofPrice and (y) the number of Shares with respect to which the Option is being exercised, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in foregoing methods, as elected by the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOptionee;
(c) A a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person Person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Shares are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunderAct; provided, and however, that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole reasonable discretion, take whatever additional actions it deems appropriate reasonably necessary to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations;
(d) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; provided, that, at the Optionee’s election, such withholding obligation may be satisfied by the Company withholding from the Shares otherwise issuable to the Optionee that number of Shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, equal to such withholding tax obligation (but in no event more than the minimum required tax withholding); provided, further, that, the Optionee’s right to elect such share withholding shall be subject to any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, debt financing arrangements or other indebtedness of the Company or its Subsidiaries (including any such limitations resulting from the Company’s Subsidiaries being prohibited or prevented from distributing to the Company sufficient proceeds or funds to enable the Company to repurchase Common Stock in accordance with Delaware law or other Applicable Law and/or the then applicable terms and conditions of such arrangements); and
(e) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any Person or Persons other than the Optionee, appropriate proof of the right of such Person or Persons to exercise the Option. Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Sponsor Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on an exercise of the Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) above shall, however, not be required if the shares subsequent transfer of the Shares to be issued pursuant to such exercise have has been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionShares.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit B (or such other form as is prescribed by the Committee); andand one or more of the following:
(i) In cash, by certified or bank check or other instrument acceptable to the Committee;
(ii) In the form of shares of Stock that are not then subject to restrictions under any plan and that have been held by the optionee for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), if permitted by the Committee in its discretion. Such surrendered shares shall be valued at Fair Market Value on the exercise date; or
(iii) In the sole discretion of the Committee, at any time during which the Stock is traded on a national stock exchange or quotation system, by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure.
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.issue
Appears in 1 contract
Samples: Stock Option Agreement (Gentek Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office Plan Administrator, at the address given beneath the signature of the Corporation’s authorized officer on the Grant Notice, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written An exercise notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portion; andnotice complying with all applicable rules established by the Plan Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Plan Administrator);
(b) Full payment for the shares of Common Stock with respect to which the Option or portion thereof is exercised in one or more of the following forms:
(i) Full cash payment or check made payable to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; orCorporation;
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock valued at Fair Market Value on the Exercise Date which have been owned by the OptioneeOptionee for at least six (6) months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; orCorporation;
(iii) With through the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committeesubject to any applicable laws, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), ) and (iii), (iv) and (v); and.
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by the Optionee or the other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “1933 Act”) and then applicable rules and regulations thereunderthereunder and any other applicable law, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company Corporation against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company Corporation if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Plan Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities 1933 Act and any other federal or state securities laws or regulationsregulations and any other applicable law. Without limiting the generality of the foregoing, the Committee Plan Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities 1933 Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities 1933 Act, and such registration is then effective in respect of such shares; and;
(d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, including payment of any applicable withholding tax, which may be in the form of consideration used by Participant to pay for such shares under federalSection 4.3(b), state or local tax lawsubject to Article Four, it is required to withhold upon exercise Section I of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Strasbaugh)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under may no longer be exercised pursuant to the provisions of Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option, stating that the Option or a portion thereof is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee;
(i) Full payment (in cash payment or by check) for the shares with respect to which the Option or portion is exercised; or
(ii) If the Committee shall so permit, shares of Common Stock owned by the Optionee duly endorsed for transfer to the Secretary Company with a fair market value on the date of delivery equal to the Company for aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iiiii) With If the consent of the CommitteeCommittee shall so permit, (A) shares of the Company's Common Stock owned by issuable in connection with the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be is exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With If the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the CommitteeCommittee shall so permit, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (iSections 4.3(b)(i), (ii), (iii), (iv4.3(b)(ii) and (v4.3(b)(iii); and;
(c) A bona fide written representation and agreement, agreement in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such the Option or portion, stating that the shares of stock Common Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act Act, and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an upon the exercise of the Option exercise does not violate the Securities Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on upon the exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (cSection 4.3(c) and Section 5.2 and the agreements hereinherein and therein. The written representation and agreement referred to in the first sentence of this subsection (cSection 4.3(c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, Act and such registration is then effective in respect of such shares; and;
(d) Full payment Written joinders to the Company (or other employer corporationeach Stockholders Agreement, if such agreement(s) of all amounts whichshall be in effect, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentas provided in Section 5.2 hereof; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Sequoia Vaccines, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office Chief Financial Officer or their respective offices of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be a. Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee;
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or;
(ii) With the consent of the Committee, (A) shares of any class of the Company's Common Stock stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value (as determinable by the Committee) on the date of delivery equal to the aggregate exercise Option price of the shares with respect to which such Option or portion is exercised portion thereof, or (B) which shares of the Company's Common Stock issuable to shall be owned by the Optionee upon exercise of for more than six months at the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; ortime they are delivered);
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude Committee and provided the imputation use of interest the following procedure by an Optionee would not violate Rule 16(b) under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security Exchange Act delivery to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where of (x) irrevocable instructions to deliver the stock certificates representing the shares for which the Option is being exercised directly to a broker, and (y) instructions to the broker to sell such loan or other extension shares and promptly deliver to the Company the portion of credit is prohibited by law; orthe sale proceeds equal to the aggregate Option exercise price;
(iv) With the consent of the Committee, property any other form of any kind which constitutes good and valuable considerationcashless exercise permitted under Section 4.4 hereof; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viv); and;
(c) c. A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the "Act"), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(d) d. Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) e. In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. The date of exercise of the Option shall be deemed to be the date all of the foregoing conditions are met.
Appears in 1 contract
Samples: Director Stock Option Agreement (Pacificare Health Systems Inc /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and.
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the OptioneeEmployee (and, if acquired from the Company, held for at least six months), duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable as to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that as the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems discretion shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer stop‑transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares; and.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and.
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Rentrak Corp)
Manner of Exercise. The Employee, or Employee’s representative, may exercise any portion of this Option that has become vested under Section 3 of this Agreement by giving notice in a manner approved by the Committee, specifying the election to exercise the Option, or any exercisable portion thereof, may be the number of Shares for which it is being exercised solely by delivery to and the Secretary or his office method of all payment for the amount of the following prior to Purchase Price of the time when the Shares for which this Option or such portion becomes unexercisable under Section 3.3is exercised. Such payment shall be made:
(a) A written notice complying with In United States dollars delivered at the applicable rules time of exercise; or
(b) If the Committee has established a broker-assisted cashless exercise program, payment may be made all or in part by delivery (in a manner approved by the Committee stating that Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the Option, or a portion thereof, is exercisedsale proceeds to the Corporation in payment of the Purchase Price. The notice shall be signed provided by the Optionee person or other person then entitled persons exercising this Option, and in the event this Option is being exercised by the representative of Employee, shall be accompanied by proof satisfactory to the Corporation of the right of the representative to exercise the Option or Option. No Share shall be issued until full payment has been made. The Corporation may permit such portion; and
other payment forms as it deems appropriate (i) Full cash payment to including the Secretary surrender of the Company Shares in good form for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committeetransfer, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the person exercising this Option and having an aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the CommitteePurchase Price), a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) subject to applicable laws, regulations and payable upon such terms as may be prescribed by the Committeerules. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale Notwithstanding anything to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingcontained herein, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on shall be subject to the date of exercise terms of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionCorporation’s Xxxxxxx Xxxxxxx Policy.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and
(i) Full cash payment to the Secretary of the Company (in cash) for the shares with respect to which such Option or portion is exercised; or;
(ii) With the consent of the CommitteeBoard, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iii) With the consent of the Board, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or
(iiiiv) With the consent of the CommitteeBoard, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Board, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee or the Board may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee or the Board, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee or the Board may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee or the Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Realty Income Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may Each exercise of this Option shall be exercised solely by delivery to the Secretary or his office means of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A ------------------ a written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to of exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer delivered to the Company, with a Fair Market Value on specifying the date number of delivery equal shares to be purchased and accompanied by payment to the aggregate Company of the full purchase price of the shares to be purchased solely (i) in cash or by check payable to the order of the Company, (ii) by delivery of shares of Common Stock of the Company already owned by, and in the possession of, Optionee, valued at their fair market value, as determined in accordance with Section 4 hereof, or (iii) (x) by a promissory note made by Optionee in favor of the Company, upon the terms and conditions determined by the Committee including, to the extent the Committee determines appropriate, a security interest in the shares issuable upon exercise or other property, or (y) through a "cashless exercise," in either case complying with applicable law (including, without limitation, state and federal margin requirements), or any combination thereof. Shares of Common Stock used to satisfy the exercise price of the this Option or exercised portion thereof, or shall be valued at their fair market value determined (Bin accordance with Section 4 hereof) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise (or if such date is not a business day, as of the Option or any portion thereof equal to the aggregate exercise price close of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than business day immediately preceding such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committeedate). The Committee may also prescribe the form of such note and the security to be given for such note. The This Option may not be exercised, however, by delivery exercised for a fraction of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good share and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on no partial exercise of this Option shall bear an appropriate legend referring to may be for less than (a) one hundred (100) shares or (b) the provisions total number of this subsection shares then eligible for exercise, if less than one hundred (c100) and the agreements hereinshares. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not This Option may be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, exercised (i) shares during the lifetime of the Company's Common Stock owned Optionee only by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or ; (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise extent permitted by the Committee or by the terms of this Agreement, Optionee's spouse if such spouse obtained the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 a qualified domestic relations order as defined by any person the Code or persons other than Title I of ERISA, or the rules thereunder ("Qualified Domestic Relations Order"); and (iii) after Optionee, appropriate proof 's death by his or her transferees by will or the laws of the right of such person descent or persons to exercise the Optiondistribution.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (the "Secretary") or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option the Option, or portion thereof, is exercised. However, the Committee, may in its discretion (i) allow a delay in payment up to 30 days from the date the Option, or portion thereof, is exercised; or
(ii) With allow payment, in whole or in part, through the consent delivery of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or (B) in part, through the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with Option having a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iiiiv) With allow payment, in whole or in part, through the consent delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part, through the Committee, delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon such terms as may be prescribed by the Committee; (vi) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (vii) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). The In the case of a promissory note, the Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Committee may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance, including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; provided that, with the consent of the Committee, all or part of such payment may be made with (i) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld; provided, further, that the number of shares of Common Stock which may be used withheld with respect to make all the issuance, vesting, exercise or part payment of the Option (or which may be repurchased from the Employee within six months after such shares of Common Stock were acquired from the Company by the Employee) in order to satisfy the Employee's federal and state income and payroll tax liabilities with respect to the issuance, vesting, exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such paymentliabilities based on the minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to such supplemental taxable income; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Scpie Holdings Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary Chief Executive Officer or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or a portion thereof, stating that the Option or a portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or a portion thereof is exercised; oror and
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value (as defined in the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised a portion thereofthereof is exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or a portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Option, valued at the Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheldis exercised, may be used to make all or part of such payment; and
(e) In the event the Option or a portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or his office any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:2(b):
(ai) A written notice complying with the applicable rules established An Exercise Notice signed or electronically accepted by the Committee stating that the Option, you or a portion thereof, is exercised. The notice shall be signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice in such form as is prescribed by the Committee and complying with all applicable rules established by the Committee; and
(iii) Full cash payment Subject to the Secretary Section 5.2(d) of the Plan, the receipt by the Company of full payment for the shares of Common Stock with respect to which such the Option or portion thereof is exercised, which may be in one of the following forms of consideration:
(A) By cash or check payable to the Company; or
(iiB) With the consent of the Committee, (A) by delivery of shares of Common Stock then issuable upon exercise of the Company's Option having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(C) With the consent of the Committee such payment may be made, in whole or in part, through the delivery of shares of Common Stock owned by the Optioneeyou, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or thereof and held by you for such period of time (Bif any) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by necessary to avoid adverse accounting consequences;
(D) Through the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has you have placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viE) With the consent of the Committee, through the delivery of property of any kind which constitutes good and valuable consideration; or
(F) Subject to any applicable laws, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), A) through (ii), (iii), (iv) and (vE); and
(ciii) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Committee or Board may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance including, without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue book entries and issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such sharesregistrars; and
(div) Full payment to The receipt by the Company (or other employer corporationof payment of any applicable withholding tax, which may be in the form of consideration permitted under Section 3(b)(ii), subject to Section 3(d) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise below and Section 10.4 of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(ev) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optioneeyou, appropriate proof of the right of such person or persons to exercise the Option. Notwithstanding any of the foregoing, the Committee shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator; and
(i) Full cash payment to the Secretary of the Company (by cashiers check or wire transfer) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) shares of the Company's Common Stock owned by the Optionee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or
(iii) With the consent of the Committee, Administrator; a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. The That Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) - (iii), (iv) and (v); and
(cb) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(dc) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeAdministrator, (i) shares of the Company's Common Stock owned by the Optionee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option Option, valued in accordance with a Fair Market Value on Section 4.2(b) of the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and
(ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.32.3:
(a) A written An exercise notice complying with signed or submitted online using the applicable rules established website of the Company’s designated brokerage firm by the Committee stating that the Option, Holder or a portion thereof, is exercised. The notice shall be signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator. Such notice shall be substantially in such form as is prescribed by the Administrator; and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Xxxxxx has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation Such representations and agreementdocuments as the Administrator, in a form satisfactory its absolute discretion, deems necessary or advisable to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares effect compliance with all applicable provisions of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee any other federal or other person then entitled to exercise such Option state securities laws or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to aboveregulations. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, under federalincluding payment of any applicable withholding tax, state or local tax law, it is required to withhold upon exercise which in the discretion of the Option; with Administrator may be in the consent form of consideration used by Holder to pay for such shares under Section 3.3(b), subject to Section 10.4 of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Exhibit A (or such other form as is prescribed by the Committee);
(b) A Restricted Stock Purchase Agreement, if applicable, substantially in the form attached as Exhibit B;
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(cd) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (cd) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (cd) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(de) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(ef) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned for at least six months by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's ’s Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such a market rate as shall of interest which then preclude precludes the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the OptioneeEmployee for at least six months, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Tegal Corp /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i1) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or
(ii2) With the consent of the Committee, but subject to the timing requirements of Section 4.4, (A) shares of the Company's Series B Common Stock owned by the Optionee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Series B Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined under Section 4.2(b) of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the shares with respect to which such Option or exercised portion thereofis thereby exercised; or
(iii3) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than d= such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi4) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i1), . (ii), (iii), (iv2) and (v3); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, but subject to the timing requirements of Section 4.4, (i) shares of the Company's Series B Common Stock owned by the Optionee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Series B Common Stock issuable to the Optionee Employee upon exercise of the Option Option, valued in accordance with a Fair Market Value on Section 4.2(b) of the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office Company of all of the following prior to the time when the such Option or such portion becomes unexercisable under Section 3.3the Plan or the Award Agreement:
(a) 5.2.1 A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Participant or other person then entitled to exercise such Option or portion thereof, stating that such Option or portion thereof is being exercised, provided such notice complies with all applicable rules established by the Committee from time to time;
5.2.2 Such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended, and any other federal or state securities laws or regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, causing legends to be placed on Common Share certificates and issuing stop-transfer notices to agents and registrars;
5.2.3 In the event that the Option shall be exercised pursuant to Section 12.1 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option or such portionportion thereof; and
5.2.4 Full payment (iin cash or by a certified check) Full cash payment to the Secretary of the Company for the shares Common Shares with respect to which such the Option or portion thereof is exercised; or
(ii) With , including the amount of any withholding tax due, unless with the prior written consent of the Committee:
5.2.4.1. payment, (A) in whole or in part, is made through the delivery of shares of the Company's Common Stock Shares owned by the OptioneeParticipant, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) provided, that shares of Common Shares used to exercise the Company's Common Stock issuable Option have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to the Optionee Company with respect to the Option;
5.2.4.2. payment, in whole or in part, is made through the surrender of shares of Common Shares then issuable upon exercise of the Option, with Option having a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof;
5.2.4.3. payment through a broker at the time required in accordance with procedures permitted by Regulation T of the Federal Reserve Board; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee5.2.4.4. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit payment is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, made through any combination of the consideration provided for in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed this Section 5.2.4 or such other method approved by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then Committee consistent with applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The OptionSubject to the terms and conditions of this Agreement, or any exercisable portion thereof, the Option may be exercised solely by delivery written notice to the Secretary Company at its principal office located at 000 X. 0xx Xxxxxx, Xxxxxx, Xxxxxxx 00000 or his the then current principal office of all of the following prior Company, to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercisedattention of its Chief Executive Officer. The notice shall state the election to exercise the Option and the number of Shares in respect of which it is being exercised, and shall be signed by the Optionee person or other persons so exercising the Option. If the person then entitled exercising the Option is not Optionee, he, she or it shall also send with the notice appropriate proof of his, her or its right to exercise the Option. The form of Notice of Exercise attached hereto as Exhibit B shall be satisfactory if the Person exercising the Option is Optionee. Such notice shall be accompanied by payment (by check, bank draft or such portion; and
(i) Full cash payment money order payable to the Secretary Company) of the Company for full purchase price of such Shares or, at the shares with respect to which such Option or portion is exercised; or
(ii) With the consent discretion of the Committee, (A) shares by a reduction of the Company's Common Stock owned by number of Shares otherwise deliverable upon exercise of the OptioneeOption, duly endorsed for transfer to the Company, with a valued at their Fair Market Value on the date as of delivery equal which the Option is exercised, or through a subsequent return to the aggregate exercise price Company of the Option or exercised portion thereofShares, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a valued at their Fair Market Value on the date as of which the Option is exercised. As soon as practicable after receipt of the purchase price provided for above, the Company shall deliver a certificate or certificates representing the Shares purchased or record such Shares in the Company’s books and records. All Shares that shall be purchased upon the exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion herein shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Optionfully paid and nonassessable.
Appears in 1 contract
Samples: Non Qualified Rollover Stock Option Agreement (Mister Car Wash, Inc.)
Manner of Exercise. The Option, All or any a portion of an exercisable portion thereof, may Option shall be deemed exercised solely by upon delivery to the Secretary or his office of all of the following prior to the time when Secretary of the Option Company or such portion becomes unexercisable under Section 3.3his or her office:
(a) A written notice complying with the applicable rules established by the Committee Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Holder or other person then entitled to exercise the Option or such portionportion of the Option;
(b) Such representations and documents as the Administrator, in its discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. The Administrator may, in its discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;
(c) Any form or forms of identification requested by the Administrator and, in the event that the Option shall be exercised pursuant to Section 11.1 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option; and
(id) Full cash payment to the Secretary of the Company for the shares with respect to which such Option the Option, or portion thereof, is exercised. However, the Administrator may, in its discretion, (i) allow a delay in payment up to 30 days from the date the Option, or portion thereof, is exercised; or
(ii) With allow payment, in whole or in part, through the consent delivery of the Committee, (A) shares of the Company's Common Stock which have been owned by the OptioneeHolder for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (iii) allow payment, in whole or (B) in part, through the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with Option having a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iiiiv) With allow payment, in whole or in part, through the consent delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part, through the Committee, delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon such terms as may be prescribed by the CommitteeAdministrator; (vi) allow payment, in whole or in part, through the delivery of a notice that the Holder has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or (vii) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). The Committee In the case of a promissory note, the Administrator may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee EXECUTIVE or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Board; and
(i) Full cash payment (in cash) for the shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Board, payment delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iii) With the consent of the Board, (A) shares of the Company's Common Stock owned by the EXECUTIVE duly endorsed for transfer to the Secretary Company or (B) shares of the Company for Company's Common Stock issuable to the EXECUTIVE upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iiiv) With the consent of the CommitteeBoard, (A) shares property of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofkind which constitutes good and valuable consideration; or
(iiiv) With the consent of the CommitteeBoard, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeBoard. The Committee Board may also prescribe the form of such note and the security security, if any, to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v)subparagraphs; and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee EXECUTIVE or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the EXECUTIVE's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee EXECUTIVE or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Board may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Board may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeBoard, (i) shares of the Company's Common Stock owned by the Optionee, EXECUTIVE duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee EXECUTIVE upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment, provided that the number of shares so used for payment of such withholding requirement shall be limited to the number necessary to pay the tax withholding based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEXECUTIVE, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Ortel Corp/De/)
Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under Section 3.3ceases to be exercisable:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Optionee or other person then entitled to exercise the such Option or portion thereof, stating that such portionOption or portion is exercised, such notice complying with all applicable rules set forth in the Plan or otherwise established by the committee appointed to administer the Plan (the "Committee"); and(b)
(i) Full full payment (in cash payment to the Secretary of the Company or by check) for the shares Option Shares with respect to which such Option or portion is thereby exercised; or
(ii) With with the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a "Fair Market Value Value" (as that term is defined in the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise Option price of the Option Shares with respect to which this Option or exercised portion thereofis thereby exercised; or
(iii) With with the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be are prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and;
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, which it is required to withhold under federal, state or local tax law, it is required to withhold upon law in connection with the exercise of the Option; provided that, with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Option, valued at Fair Market Value on as of the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment;
(d) such representations and documents as the Committee, in its absolute discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933 and any other federal or state securities laws or regulations; and
(e) In in the event that the Option or a portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.
Appears in 1 contract
Samples: Stock Option Agreement (Brookdale Living Communities Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his or her office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.2:
(a) A written notice complying with the applicable rules established by the Committee Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and;
(ib) Full payment (in cash payment or by check) to the Secretary of the Company for the shares with respect to which such Option the Option, or portion thereof, is exercised; or
(ii) With provided, however, that the consent of the CommitteeAdministrator may, in its discretion, (Ai) allow payment, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences to the Company, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (ii) allow payment, in whole or (B) in part, through the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with Option having a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With allow payment, in whole or in part, through the consent delivery of property of any kind which constitutes good and valuable consideration; (iv) allow payment, in whole or in part, through the Committee, delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon such terms as may be prescribed by the CommitteeAdministrator; (v) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or (vi) allow payment through any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v). The Committee In the case of a promissory note, the Administrator may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company Company, the Services Company, the Partnership or any Subsidiary when or where such loan or other extension of credit is prohibited by law; or
. Notwithstanding the foregoing, (ivi) With in no event shall any loan that is prohibited by the consent Xxxxxxxx-Xxxxx Act of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice 2002 or that the Optionee has placed a market sell order is inconsistent with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, ’s qualification as a REIT be permitted under this Agreement and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) any loan that is made hereunder at any time which is then not prohibited by the Xxxxxxxx-Xxxxx Act of 2002 shall become due and (v); andpayable in full immediately before the loan would be prohibited by the Xxxxxxxx-Xxxxx Act of 2002.
(c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee mayAdministrator, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Administrator may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance, including without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; andregistrars;
(d) Full payment to the Company (or other employer corporation) the Employer, as applicable, of all amounts which, under federal, state or local tax law, it is required to withhold upon with respect to the issuance, vesting, exercise or payment of the Option; with the consent . The Administrator may in its discretion and in satisfaction of the Committeeforegoing requirement allow the Optionee to elect to have the Company or the Employer, (i) as applicable, withhold shares of the Company's Common Stock owned by otherwise issuable under the Option (or allow the return of shares of Common Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan or this Agreement, the number of shares of Common Stock which may be withheld with respect to the issuance, vesting, exercise or payment of the Option (or which may be repurchased from the Optionee) in order to satisfy the Optionee’s federal and state income and payroll tax liabilities with respect to the issuance, duly endorsed for transfervesting, with exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of delivery withholding or repurchase equal to the sums required to be withheld, or (ii) shares aggregate amount of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value such liabilities based on the date of exercise of the Option or any portion thereof equal minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to the sums required to be withheld, may be used to make all or part of such paymentsupplemental taxable income; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (MPG Office Trust, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3the Plan:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares Shares with respect to which such Option or portion is exercised; or
(ii) With the consent Shares of the Committee, (A) shares any class of the Company's Common Stock ’s stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, Company with a Fair Market Value fair market value on the date of delivery equal to the aggregate exercise Option price of the Shares with respect to which such Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis thereby exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than least such rate as shall then preclude the imputation of interest under the Code or any successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The No Option may not be exercisedmay, however, be exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any Any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), (iii), (iv) and (vii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Biolase Technology Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his or her office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.2:
(a) A written notice complying with the applicable rules established by the Committee Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and;
(ib) Full payment (in cash payment or by check) to the Secretary of the Company for the shares with respect to which such Option the Option, or portion thereof, is exercised; or
(ii) With provided, however, that the consent of the CommitteeAdministrator shall, (Ai) allow payment, in whole or in part, through the delivery of shares of the Company's Common Stock owned by the Optionee, Optionee and duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (ii) allow payment, in whole or (B) in part, through the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with Option having a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With at the consent discretion of the CommitteeAdministrator, allow payment, in whole or in part, through the delivery of property of any kind which constitutes good and valuable consideration; (iv) at the discretion of the Administrator, allow payment, in whole or in part, through the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon such terms as may be prescribed by the CommitteeAdministrator; (v) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or (vi) at the discretion of the Administrator, allow payment through any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v). The Committee In the case of a promissory note, the Administrator may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company Company, the Services Company, the Partnership or any Subsidiary when or where such loan or other extension of credit is prohibited by law; or
. Notwithstanding the foregoing, (ivi) With in no event shall any loan that is prohibited by the consent Xxxxxxxx-Xxxxx Act of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice 2002 or that the Optionee has placed a market sell order is inconsistent with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, ’s qualification as a REIT be permitted under this Agreement and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) any loan that is made hereunder at any time which is then not prohibited by the Xxxxxxxx-Xxxxx Act of 2002 shall become due and (v); andpayable in full immediately before the loan would be prohibited by the Xxxxxxxx-Xxxxx Act of 2002.
(c) A bona fide written representation Such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee mayAdministrator, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoingThe Administrator may, the Committee may require an opinion of counsel acceptable in its absolute discretion, also take whatever additional actions it deems appropriate to it to the effect that any subsequent transfer of shares acquired such compliance, including without limitation, placing legends on an Option exercise does not violate the Securities Act, share certificates and may issue issuing stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring notices to the provisions of this subsection (c) agents and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; andregistrars;
(d) Full payment to the Company (or other employer corporation) the Employer, as applicable, of all amounts which, under federal, state or local tax law, it is required to withhold upon with respect to the issuance, vesting, exercise or payment of the Option; with provided, however, that the consent Administrator shall, in satisfaction of the Committeeforegoing requirement, (i) allow the Optionee to elect to effectuate a broker-assisted sale of, or have the Company or the Employer, as applicable, withhold, shares of the Company's Common Stock owned by otherwise issuable under the Option (or allow the return of shares of Common Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan or this Agreement, the number of shares of Common Stock which may be sold or withheld with respect to the issuance, vesting, exercise or payment of the Option (or which may be repurchased from the Optionee) in order to satisfy the Optionee’s federal and state income and payroll tax liabilities with respect to the issuance, duly endorsed for transfervesting, with exercise or payment of the Option shall be limited to the number of shares which have a Fair Market Value on the date of delivery withholding or repurchase equal to the sums required to be withheld, or (ii) shares aggregate amount of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value such liabilities based on the date of exercise of the Option or any portion thereof equal minimum statutory withholding rates for federal and state tax income and payroll tax purposes that are applicable to the sums required to be withheld, may be used to make all or part of such paymentsupplemental taxable income; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (MPG Office Trust, Inc.)
Manner of Exercise. The Option, All or any a portion of an exercisable portion thereof, may Option shall be deemed exercised solely by upon delivery to the Secretary or his office of all of the following to the Secretary of the Company or his or her office prior to the time when Option expiration of the Option or such portion becomes unexercisable pursuant to under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee from time to time stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option Options or such portion;
(b) Such representations and documents as the Committee, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act, and, any other federal or state securities laws or regulations;
(c) In the event that the Options shall be exercised by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Options; and
(id) Full cash payment to the Secretary of the Company for the shares with respect to which such Option the Options, or portion is thereof, are exercised. However, the Committee may, in its sole discretion, (i) allow a delay in payment up to thirty (30) days from the date the Options, or portion thereof, are exercised; or
(ii) With allow payment, in whole or in part through the consent delivery of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option Options or exercised portion thereof; (iii) allow payment, in whole or (B) in part, through the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with Options having a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option Options or exercised portion thereof; or
(iiiiv) With allow payment, in whole or in part, through the consent delivery of property of any kind which constitutes good and valuable consideration; (v) allow payment, in whole or in part, through the Committee, delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon such terms as may be prescribed by the Committee; (vi) allow payment, in whole or in part, through the delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Options, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the exercise price for the Options; or (vii) allow payment through any combination of the consideration provided in the foregoing subparagraphs (ii), (iii), (iv), (v) and (vi). The In the case of a promissory note, the Committee may also prescribe the form of such note and the security to be given for such note. The Option Options may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Duane Reade Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal or, subject to the aggregate exercise price timing requirements of Section 5.4 of the Option or exercised portion thereofPlan, or (B) the surrender of shares of the Company's Common Stock then issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofthereof is exercised; or
(iii) With the consent of the CommitteeAdministrator, the delivery of a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provisionCode) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the CommitteeAdministrator, property the delivery of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale; or
(viv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viv); and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeAdministrator, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeAdministrator, (i) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) subject to the timing requirements of Section 5.4 of the Plan, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums minimum amount required to be withheldwithheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Stratagene Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may Option shall be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee (or other person then party entitled to exercise the Option under Section 5 of this Agreement) by delivering written notice to the Company stating the number of shares of Common Stock to be purchased, the person or persons in whose name the shares are to be registered, and each such portion; and
person’s address and social security number. Such notice shall not be effective unless accompanied by the full purchase price for all shares so purchased. The purchase price shall be payable (i) Full in cash or cash equivalents (payment to the Secretary of the Company for the shares with respect to which such Option by certified check, cashier’s check, postal money order or portion is exercisedwire transfer shall be considered payment in cash equivalents); or
(ii) With the consent of the Committeeby transfer, (A) shares of the Company's Common Stock owned either actually or by the Optioneeattestation, duly endorsed for transfer to the CompanyCompany of Shares, with a valued at the Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value such Shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together with any applicable withholding taxes; (iii) by a combination of such cash (or cash equivalents) and such Shares; provided, however, that the Optionee shall not be entitled to tender Shares pursuant to successive, substantially simultaneous exercises of an Option or any portion thereof other stock option of the Company; or (iv) by withholding from Optionee sufficient Shares, subject to such Option, having an aggregate Fair Market Value at the time of exercise (or next succeeding trading date, if the date of exercise is not a trading date) equal to the aggregate exercise price of total Option Price. Subject to applicable securities laws and Company policy, the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, exercised by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, delivering a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option and simultaneously selling the Shares thereby acquired, pursuant to a brokerage or any portion thereof equal to similar agreement approved in advance by proper officers of the sums required to be withheldCompany, may be used to make all or part using the proceeds of such payment; and
(e) In the event sale as payment of the Option Price, together with any applicable withholding taxes. Until the Optionee has been issued the Shares subject to such exercise, he or portion she shall be exercised pursuant possess no rights as a stockholder with respect to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionShares.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (O Charleys Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on Each exercise of this Option shall bear an appropriate legend referring be by means of a written notice of exercise delivered to the provisions Company, specifying the number of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such purchased, the exercise have been registered under price of the Securities Act, options being exercised and such registration is then effective in respect of such shares; and
(d) Full accompanied by payment to the Company (or other employer corporationx) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise the full purchase price of the Option; with the consent of the Committee, shares to be purchased (i) shares in cash or by certified, cashier's or (as funds clear) personal check payable to the order of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) by delivery of shares of Common Stock of the Company which have been owned by the Optionee for over six months and which are in the possession of the Optionee, or a combination thereof, and (y) of any required withholding taxes (as contemplated by Section 6 hereof) in cash or by certified, cashier's or (as funds clear) personal check payable to the order of the Company's Common Stock issuable . Payment of the exercise price may also be made by delivering (i) a properly executed exercise notice instructing the Company to deliver the shares being purchased to a broker, subject to the Optionee upon exercise broker's delivery of cash to the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof Company equal to the sums required exercise price plus any applicable tax withholding amount, (ii) irrevocable instructions to the broker to promptly deliver to the Company such amounts, and (iii) such other documentation as the Company and the broker shall request. This Option may not be withheld, exercised for a fraction of a share and no partial exercise of this Option may be used to make all or part of such payment; andfor less than
(ei) In one hundred (100) shares or (ii) the event total number of shares then eligible for exercise, if less than one hundred (100) shares. This Option may be exercised (i) during the lifetime of the Optionee only by the Optionee; (ii) to the extent permitted by the Committee or by the terms of this Agreement, Optionee's spouse if such spouse obtained the Option or portion shall be exercised pursuant to Section 4.1 a qualified domestic relations order as defined by the Code or Title I of ERISA, or the rules thereunder ("Qualified Domestic Relations Order"); and (iii) after the Optionee's death by his or her transferees by will or the laws of descent or distribution, and not otherwise, regardless of any person or persons other than community property interest therein of the spouse of the Optionee, appropriate proof or such spouse's successors in interest. If the spouse of the right of such person Optionee shall have acquired a community property interest in this Option, the Optionee, or persons to the Optionee's permitted successors in interest, may exercise the OptionOption on behalf of the spouse of the Optionee or such spouse's successors in interest.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Hollywood Park Inc/New/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.3 hereof or as otherwise provided under the Plan:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such the Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Class A Common Stock which have been owned by the OptioneeOptionee for a period of more than six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a the form satisfactory to attached hereto as Exhibit A (or, at the discretion of the Committee, such other form which the Committee deems satisfactory), signed by the Optionee or other person then entitled to exercise such the Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an the Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; or with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or consideration described in clauses (ii) shares and (iii) of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof Section 4.3(b) above equal to the sums required to be withheld, may be used to make all or part of such payment; and; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Nextera Enterprises Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may This Option shall be exercised solely by delivery to the Secretary Company (or his office its authorized agent), during the period in which such Option is exercisable of all (i) a written notice of Grantee’s intent to purchase a specific number of Shares pursuant to this Option, and (ii) full payment of the following prior to Option Price for such specific number of Shares (“Payment”). Payment may be made by any one or a combination of the time when the Option or such portion becomes unexercisable under Section 3.3following:
(a) A written notice complying with the applicable rules established by the Committee stating that the Optioncash, personal check or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; andwire transfer;
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the CommitteeMature Shares, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a valued at their Fair Market Value on the date of delivery equal exercise;
(c) with the approval of the Committee, Restricted Shares held by the Grantee for at least six months prior to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a each such share valued at the Fair Market Value of a Share on the date of exercise; or
(d) subject to applicable law (including the prohibited loan provisions of Section 402 of the Xxxxxxxx-Xxxxx Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or other withholding taxes payable by Grantee by reason of such exercise. Such exercise shall become effective on the earliest date on which both such notice and Payment have been actually received by the Company (which date must be before the Expiration Date). Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to the Shares deliverable upon exercise of this Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, unless and until a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed certificate issued by the Committee. The Committee may also prescribe the form of Company representing such note and the security Shares is delivered to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionGrantee.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary's office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee or the Board; and
(i) Full cash payment to the Secretary of the Company (in cash) for the shares with respect to which such Option or portion is exercised;
(ii) With the consent of the Committee, payment may be delayed for up to thirty (30) days from the date the Option, or portion thereof, is exercised; or
(iiiii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or
(iiiiv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeCommittee or the Board. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeCommittee or the Board, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is are required to withhold be withheld upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Cavanaughs Hospitality Corp)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under may no longer be exercised pursuant to the provisions of Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option, stating that the Option or a portion thereof is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee;
(i) Full payment (in cash payment or by check) for the shares with respect to which the Option or portion is exercised; or
(ii) If the Committee shall so permit, shares of Common Stock owned by the Employee duly endorsed for transfer to the Secretary Company with a fair market value on the date of delivery equal to the Company for aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iiiii) With If the consent of the CommitteeCommittee shall so permit, (A) shares of the Company's Common Stock owned by issuable in connection with the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be is exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With If the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the CommitteeCommittee shall so permit, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (iSections 4.3(b)(i), (ii), (iii), (iv4.3(b)(ii) and (v4.3(b)(iii); and;
(c) A bona fide written representation and agreement, agreement in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock Common Stock are being acquired for his the Employee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of the shares acquired on an upon the exercise of the Option exercise does not violate the Securities Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock the Common Stock issued on upon the exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (cSection 4.3(c) and Section 5.2 and the agreements hereinherein and therein. The written representation and agreement referred to in the first sentence of this subsection (cSection 4.3(c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, Act and such registration is then effective in respect of such shares; and;
(d) Full payment Written joinders to the Company (or other employer corporation) of all amounts whichVoting Agreement and Co-Sale Agreement, under federalif such agreements shall be in effect, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentas provided in Section 5.2 hereof; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Each Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's ’s Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeBoard, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andor
(c) A bona fide written representation and agreement, in a form satisfactory to the CommitteeBoard, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Griffin Land & Nurseries Inc)
Manner of Exercise. The Option, or any Any exercisable portion thereof, of the Option may be exercised solely by delivery delivering to the Office of the Secretary or his of the Company at the Company’s principal office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.33.2:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Optionee or the other person Person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; andprovided, that such rules do not impose any substantive requirements on the Optionee which are inconsistent with the terms of this Agreement or the Plan;
(ib) Full cash full payment to the Secretary of the Company aggregate Option Price for the shares Shares with respect to which such Option or portion thereof is exercised; or
exercised (i) in cash (by check or wire transfer or a combination of the foregoing), (ii) With a “net exercise” method whereby the consent of Option Price for the Committee, (A) shares of Shares being exercised is satisfied by the Company's Common Stock owned by Company withholding from the Shares otherwise issuable to the Optionee, duly endorsed for transfer to the Company, with a that number of Shares having an aggregate Fair Market Value on Value, determined as of the date of delivery exercise, equal to the aggregate exercise price product of (x) the Option or exercised portion thereof, or Price and (By) shares the number of the Company's Common Stock issuable Shares with respect to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
is being exercised, (iii) With following the consent of the Committee, a full recourse promissory note bearing interest (Lock-up Lapse Date and at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, howeverall times thereafter, by delivery of an irrevocable direction to a promissory note or by a loan from licensed securities broker reasonably acceptable to the Company when (in such form as reasonably suitable to such securities broker) to sell the Shares subject to the Option and to deliver all or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds part of the sale proceeds to the Company in satisfaction payment of the aggregate Option exercise price; or
Price, or (viiv) With the consent of the Committee, any combination of the consideration provided in foregoing methods, as elected by the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOptionee;
(c) A a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person Person then entitled to exercise such Option or portionportion thereof, stating that (i) unless the shares Shares are registered on a Form S-8 or the Company in its sole discretion determines that another exemption applies, the individual exercising the Option is an accredited investor (within the meaning of stock Rule 501(a) of Regulation D promulgated under the Securities Act) and (ii) the Shares are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares Shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunderAct; provided, and however, that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole reasonable discretion, take whatever additional actions it deems appropriate reasonably necessary to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations;
(d) unless already delivered, a written instrument (a “Joinder”) pursuant to which the Optionee agrees to be bound by the terms and conditions of the Management Stockholders Agreement to the same extent as a Management Stockholder thereunder, as provided as Annex A to the Management Stockholders Agreement;
(e) full payment to the Company or any of its Affiliates, as applicable, of all amounts which, under federal, state, local and/or non-U.S. law, such entity is required to withhold upon exercise of the Option; provided, that, at the Optionee’s election, such withholding obligation may be satisfied by (i) the Company withholding from the Shares otherwise issuable to the Optionee that number of Shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, equal to such withholding tax obligation; provided, further, that, prior to the Merger Closing, the Optionee’s right to elect such Share withholding shall be subject to Section 4.6(b) of the Management Stockholders Agreement as amended by Section 5.4 of this Agreement, and, from and after the Merger Closing, the Optionee’s right to elect such Share withholding shall be subject to Section 4.3(b) of the Management Stockholders Agreement as amended by Section 5.4 of this Agreement, and in all cases subject to any limitations imposed under Delaware law or other Applicable Law and/or under the terms of any preferred stock, debt financing arrangements or other indebtedness of the Company or its Subsidiaries (including any such limitations resulting from the Company’s Subsidiaries being prohibited or prevented from distributing to the Company sufficient proceeds or funds to enable the Company to repurchase Class C Common Stock in accordance with Delaware law or other Applicable Law and/or the then applicable terms and conditions of such arrangements), or (ii) following the Lock-up Lapse Date and at all times thereafter, by delivery of an irrevocable direction to a licensed securities broker reasonably acceptable to the Company (in such form as reasonably suitable to such securities broker) to sell the Shares subject to the Option and to deliver all or part of the sale proceeds to the Company in payment of any amounts the Company is required by law to withhold upon the exercise of the Option; or (iii) any combination of the foregoing methods, as elected by the Optionee; and
(f) in the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any Person or Persons other than the Optionee, appropriate proof of the right of such Person or Persons to exercise the Option. Without limiting the generality of the foregoing, any subsequent transfer of Shares shall be subject to the terms and conditions of the Management Stockholders Agreement and the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares Shares acquired on an exercise of the Option exercise does not violate the Securities Act, and may may, in its reasonable discretion, issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements hereinShares. The written representation and agreement referred to in the first sentence of this subsection (c) above shall, however, not be required if the shares subsequent transfer of the Shares to be issued pursuant to such exercise have has been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment Shares. Following the Lock-up Lapse Date and at all times thereafter, and notwithstanding any provision of this Section 4.3 to the Company contrary, (x) if the Optionee elects to have all or other employer corporationany portion of either the Option Price and/or any applicable tax withholding satisfied through broker-assisted exercise under clause (iii) of all amounts whichSection 4.3(b) and/or clause (ii) of Section 4.3(e), under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of then the Committee, in its sole discretion, may require that the Optionee elect broker-assisted exercise to pay 100% of the applicable tax withholding and Option Price for the portion of the Option being so exercised, and (y) if the Optionee elects to have all or any portion of the Option Price and/or any applicable tax withholding satisfied through net settlement under clause (ii) of Section 4.3(b) and/or clause (i) shares of Section 4.3(e), the Company's Common Stock owned by Committee, in its sole discretion, may require that the Optionee, duly endorsed for transfer, with a Fair Market Value on the date Optionee instead satisfy all or any portion of delivery equal such payment obligations pursuant to the sums required to be withheld, or clause (iii) of Section 4.3(b) and clause (ii) shares of Section 4.3(e). If the Option Price and/or any applicable tax withholding is satisfied by an irrevocable direction to a licensed securities broker, the Optionee will be subject to the Company's Common Stock issuable ’s policies regarding xxxxxxx xxxxxxx restrictions, applied in a nondiscriminatory manner, which may affect the Optionee’s ability to acquire or sell Shares or rights to Shares under the Optionee upon exercise Plan (e.g., the Option). By acceptance of the Option with a Fair Market Value on granted hereunder, the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than Optionee certifies the Optionee, appropriate proof ’s understanding of and intent to fully comply with the right of such person or persons to exercise standards contained in the OptionCompany’s xxxxxxx xxxxxxx policies (and related policies and procedures adopted by the Company and applied in a nondiscriminatory manner).
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the CommitteeChief Financial Officer, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) subject to any timing requirements imposed by the Company, shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or
(iii) With the consent of the CommitteeChief Financial Officer, a full recourse promissory note bearing interest (at no less than least at such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeChief Financial Officer. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeChief Financial Officer, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) and (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Manor Care Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of Exhibits to Grant Notice to Non-Employee Directors the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee Holder or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit C to the Grant Notice (or such other form as is prescribed by the Administrator); and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Xxxxxx has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Holder or the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his Holder's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this the Option shall bear an appropriate legend referring to the Exhibits to Grant Notice to Non-Employee Directors provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, under federalincluding payment of any applicable withholding tax, state or local tax law, it is required to withhold upon exercise which in the discretion of the Option; with Administrator may be in the consent form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 10.4 of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company's Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall must be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and.
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which must be:
(i) In cash; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeEmployee, and, if acquired from Company, held for at least six months, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise purchase price of the shares as to which the Option or exercised portion thereofis exercised, or (B) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise purchase price of the shares as to which the Option or exercised portion thereofis exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify as the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems determines is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, such agreement may provide that (i) as of the date of any subsequent transfer of the shares acquired on exercise of the Option (the "Option Shares"), the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent such transfer of shares acquired on an the Option exercise Shares does not violate the Securities ActAct of 1933, and (ii) Company may issue stop-transfer orders covering such sharesthe Option Shares. Share certificates evidencing stock issued on exercise of this Option shall Shares will bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, will not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares; and.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and.
(e) In the event the Option or portion shall be is exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his the Optionee's own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporationany Subsidiary) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Scoop Inc/De)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned for at least six months by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such a market rate as shall of interest which then preclude precludes the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the OptioneeEmployee for at least six months, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(ed) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Tegal Corp /De/)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option or portion, stating that the Option or portion is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator; and
(i) Full cash payment to the Secretary of the Company (by cashiers check or wire transfer) for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) shares of the Company's Common Stock owned by the Optionee, Employee duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, Company or (B) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value fair market value (as determined under Section 1.18 of the Plan) on the date of Option exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereofis exercised; or
(iii) With the consent of the CommitteeAdministrator, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the CommitteeAdministrator. The Committee Administrator may also prescribe the form of such note and the security to be given for such note. The That Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) - (iii), (iv) and (v); and
(cb) A bona fide written representation and agreement, in a a: form satisfactory to the CommitteeAdministrator, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(dc) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the CommitteeAdministrator, (i) shares of the Company's Common Stock owned by the Optionee, Employee duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) subject to the timing requirements of Section 4.4, shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option Option, valued in accordance with a Fair Market Value on Section 1.18 of the Plan at the date of exercise of the Option or any portion thereof equal to the sums required to be withheldexercise, may be used to make all or part of such payment; and
(ed) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.32.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and.
(ib) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised, which shall be:
(i) In cash; or
(ii) With the consent of the Committee, (A) shares of the Company's ’s Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery (and, if acquired from the Company, held for at least six months) equal to the aggregate exercise purchase price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable as to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of which the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis exercised; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Employee has placed a market sell order with a broker with respect to shares of the Company's ’s Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent purchase price of the Committee, any combination of shares as to which the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); andOption is exercised.
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify as the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems shall determine is necessary or appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an exercise of the Option exercise does not violate the Securities ActAct of 1933, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities ActAct of 1933, and such registration is then effective in respect of such shares; and.
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's ’s Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's ’s Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and.
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee Holder or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Administrator. Such notice shall be substantially in the form attached as Exhibit B to the Grant Notice (or such other form as is prescribed by the Administrator); and
(b) Subject to Section 5.1(c) of the Plan:
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Holder has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the CommitteeAdministrator, signed by Holder or the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Stock are being acquired for his Xxxxxx’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Holder or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee Administrator may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, under federalincluding payment of any applicable withholding tax, state or local tax law, it is required to withhold upon exercise which in the discretion of the Option; with Administrator may be in the consent form of consideration used by Holder to pay for such shares under Section 4.3(b), subject to Section 15.3 of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee Employee or other person then entitled to exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-stop- transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and;
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the OptioneeEmployee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee Employee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Rental Service Corp)
Manner of Exercise. (a) The Option shall be exercisable by the Optionee at any time during the Term (as defined in Section 5 hereof) only as follows:
(i) neither the Option, or nor any exercisable portion part thereof, may be exercised solely by delivery to the Secretary or his office of all of the following prior to the time when first anniversary of the Date of Grant of the Option; (ii) from the first anniversary of the Date of Grant until the day before the date eighteen months after the Date of Grant, the Option may be exercised as to not more than 33-1/3 percent of the Option Shares; (iii) on or such portion becomes unexercisable under Section 3.3:after each of the eighteen months and twenty four months after the Date of Grant, the Option may be exercised as to an additional 33-1/3 percent of the Option Shares, plus any Option Shares as to which the Option might theretofore have been exercised but has not been exercised.
(ab) A written notice complying with Subject to the applicable rules established by restrictions set forth in Section 3(a) above, the Committee stating that the Option, or a portion thereof, is exercised. The notice shall Option may be signed exercised by the Optionee at any time, or other person then entitled from time to time, in whole or in part, during the Term, but only in multiples of fifty (50) shares.
(c) The Optionee shall exercise the Option or such portion; and
(i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
(ii) With the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer delivering a signed written notice to the Company, with a Fair Market Value which notice shall specify the number of Option Shares to be purchased and shall be accompanied by payment in full of the option price in the manner set forth in Section 4 hereof for the number of Option Shares specified in such notice. The Option shall be deemed to have been duly exercised on the date of delivery equal to receipt by the aggregate exercise price Company of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; orsuch notice and payment.
(iiid) With To the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from extent that the Company when is required to withhold federal, state, local or where such loan or other extension of credit is prohibited by law; or
(iv) With foreign taxes in connection with the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the exercise of the Option that the broker has been directed Optionee pay to pay the Company the balance of such taxes required to be withheld. At the discretion of the Board, and subject to such terms and conditions as the Board may impose, the Optionee may elect that all or any part of the withholding requirements be satisfied by retention by or tender to the Company of a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (v); and
(c) A bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold Shares purchased upon exercise of the Option; with . If such election is made, the consent shares so retained shall be credited against such withholding requirements of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value their fair market value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Optionexercise.
Appears in 1 contract
Manner of Exercise. The OptionHolder may exercise this Warrant, in whole or in part, immediately, but not after the Expiration Date, during normal business hours on any exercisable portion thereof, may be exercised solely Trading Day by delivery surrendering this Warrant to the Secretary or his Company at the principal office of all the Company, accompanied by a Warrant Exercise Form in substantially the form annexed hereto duly executed by the Buyer and by payment of the following prior to Warrant Exercise Price for the time when the Option or such portion becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Optionnumber of Warrant Shares for which this Warrant is then exercisable, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion; and
either (i) Full cash payment to the Secretary of the Company for the shares with respect to which such Option or portion is exercised; or
in immediately available funds, (ii) With the consent by delivery of the Committee, (A) shares of the Company's Common Stock owned an instrument evidencing indebtedness owing by the Optionee, duly endorsed for transfer Company to the CompanyHolder in the appropriate amount, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from authorizing the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind to refrain from issuing ADSs which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then would otherwise be issuable upon exercise of the Option, this Warrant (subject to and that the broker has been directed to pay in accordance with Section 2.4 hereof) or (iv) in a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), ) or (iii)) above, (iv) and (v); and
(c) A bona fide written representation and agreementprovided, however, that in a form satisfactory to no event shall the Committee, signed by the Optionee or other person then Holder be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect to such Option exercise, would cause the aggregate number of ADSs or portionOrdinary Shares beneficially owned by the Holder to exceed 4.9% of the outstanding ADSs or Ordinary Shares following such exercise. For purposes of the foregoing proviso, stating that the shares aggregate number of stock are ADSs or Ordinary Shares beneficially owned by the Holder shall include the number of ADSs or Ordinary Shares issuable upon exercise of this Warrant with respect to which determination of such proviso is being acquired for his own accountmade. Except as set forth in the preceding sentence, for investment and without any present intention purposes of distributing or reselling said shares or any this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of them except as may be permitted under the Securities Exchange Act and then applicable rules and regulations thereunderof 1934, and that as amended. The Holder may waive the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting foregoing limitation by written notice to the Company if any sale or distribution of upon not less than 61 days prior written notice (with such waiver taking effect only upon the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance expiration of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option61 day notice period).
Appears in 1 contract
Manner of Exercise. The An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary's office of all of the following prior to the time when the as of which such Option or such portion becomes unexercisable under Section 3.3ceases to be exercisable:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be in writing signed by the Optionee or other person then entitled to exercise the such Option or portion thereof, stating that such portionOption or portion is exercised, such notice complying with all applicable rules set forth in the Plan or otherwise established by the committee appointed to administer the Plan (the "Committee"); and(b)
(i) Full full payment (in cash payment to the Secretary of the Company or by check) for the shares Option Shares with respect to which such Option or portion is thereby exercised; or
(ii) With with the consent of the Committee, (A) shares of the Company's Common Stock owned by the Optionee, Optionee duly endorsed for transfer to the Company, with a "Fair Market Value Value" (as that term is defined in the Plan) on the date of delivery Option exercise equal to the aggregate exercise Option price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable Shares with respect to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the which this Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereofis thereby exercised; or
(iii) With with the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be are prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs subsections (i), (ii), ) and (iii), (iv) and (v); and;
(c) A bona fide written representation such representations and agreement, in a form satisfactory to documents as the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933 and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to in the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of event that the Option or any a portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the OptionOption or portion thereof.
Appears in 1 contract
Samples: Stock Option Agreement (Brookdale Living Communities Inc)
Manner of Exercise. The Except as otherwise provided herein, the Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be substantially in the form attached as Attachment III to the Grant Notice (or such other form as is prescribed by the Committee); and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole discretion, take whatever additional actions it deems appropriate to insure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.,
Appears in 1 contract
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.32.3:
(a) A written An exercise notice complying with signed or submitted online using the applicable rules established website of the Company’s designated brokerage firm by the Committee stating that the Option, Holder or a portion thereof, is exercised. The notice shall be signed by the Optionee or any other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portion4-Year Time Based Vesting Stock Options notice complying with all applicable rules established by the Administrator. Such notice shall be substantially in such form as is prescribed by the Administrator; and
(b) Subject to Section 6.2(d) of the Plan:
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised; or
(ii) With the consent of the CommitteeAdministrator, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeHolder for at least six (6) months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee Xxxxxx has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is made to the Company upon settlement of such sale; or
(viiv) With the consent of the CommitteeAdministrator, any combination of the consideration provided in the foregoing subparagraphs paragraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation Such representations and agreementdocuments as the Administrator, in a form satisfactory its absolute discretion, deems necessary or advisable to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion, stating that the shares effect compliance with all applicable provisions of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee any other federal or other person then entitled to exercise such Option state securities laws or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to aboveregulations. The Committee Administrator may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of this Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to The receipt by the Company (or other employer corporation) of all amounts whichfull payment for such shares, under federalincluding payment of any applicable withholding tax, state or local tax law, it is required to withhold upon exercise which in the discretion of the Option; with Administrator may be in the consent form of consideration used by Holder to pay for such shares under Section 3.3(b), subject to Section 10.4 of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentPlan; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 3.1 by any person or persons other than the OptioneeHolder, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Stock Option Agreement (Leap Wireless International Inc)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his office of the Company of all of the following prior to the time when the Option or such portion becomes unexercisable under may no longer be exercised pursuant to the provisions of Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be Notice in writing signed by the Optionee Employee or the other person then entitled to exercise the Option, stating that the Option or a portion thereof is thereby exercised, such portion; andnotice complying with all applicable rules established by the Committee;
(i) Full payment (in cash payment or by check) for the shares with respect to which the Option or portion is exercised; or
(ii) If the Committee shall so permit, shares of Common Stock owned by the Employee duly endorsed for transfer to the Secretary Company with a fair market value on the date of delivery equal to the Company for aggregate purchase price of the shares with respect to which such Option or portion is exercised; or
(iiiii) With If the consent of the CommitteeCommittee shall so permit, (A) shares of the Company's Common Stock owned by issuable in connection with the Optionee, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value fair market value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise purchase price of the shares with respect to which such Option or exercised portion thereof; or
(iii) With the consent of the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be is exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With If the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the CommitteeCommittee shall so permit, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(vi) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (iSections 4.3(b)(i), (ii), (iii), (iv4.3(b)(ii) and (v4.3(b)(iii); and;
(c) A bona fide written representation and agreement, agreement in a form satisfactory to the Committee, signed by the Optionee Employee or other person then entitled to exercise such the Option or portion, stating that the shares of stock Common Stock are being acquired for his the Employee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act Act, and then applicable rules and regulations thereunder, and that the Optionee Employee or other person then entitled to exercise such the Option or portion will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an upon the exercise of the Option exercise does not violate the Securities Act, Act and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on upon the exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (cSection 4.3(c) and Section 5.2 and the agreements hereinherein and therein. The written representation and agreement referred to in the first sentence of this subsection (cSection 4.3(c) shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, Act and such registration is then effective in respect of such shares; and;
(d) Full payment Written joinders to the Company (or other employer corporationeach Stockholders Agreement, if such agreement(s) of all amounts whichshall be in effect, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the sums required to be withheld, may be used to make all or part of such paymentas provided in Section 5.2 hereof; and
(e) In the event the Option or portion shall be exercised pursuant to Section 4.1 by any person or persons other than the OptioneeEmployee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Sequoia Vaccines, Inc.)
Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary or his the Secretary’s office of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3:
(a) A written notice complying with the applicable rules established by the Committee stating that the Option, or a portion thereof, is exercised. The notice shall be An Exercise Notice in writing signed by the Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such portionnotice complying with all applicable rules established by the Committee. Such notice shall be in such form as is prescribed by the Committee; and
(i) Full payment (in cash payment to the Secretary of the Company or by check) for the shares with respect to which such the Option or portion thereof is exercised, to the extent permitted under applicable laws; or
(ii) With the consent of the Committee, (A) such payment may be made, in whole or in part, through the delivery of shares of the Company's Common Stock which have been owned by the OptioneeOptionee for at least six months, duly endorsed for transfer to the Company, Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (B) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of exercise of the Option or any portion thereof equal to the aggregate exercise price of the Option or exercised portion thereof; or
(iii) With To the consent of extent permitted under applicable laws, through the Committee, a full recourse promissory note bearing interest (at no less than such rate as shall then preclude the imputation of interest under the Code or successor provision) and payable upon such terms as may be prescribed by the Committee. The Committee may also prescribe the form of such note and the security to be given for such note. The Option may not be exercised, however, by delivery of a promissory note or by a loan from the Company when or where such loan or other extension of credit is prohibited by law; or
(iv) With the consent of the Committee, property of any kind which constitutes good and valuable consideration; or
(v) With the consent of the Committee, a notice that the Optionee has placed a market sell order with a broker with respect to shares of the Company's Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then made to the Company upon settlement of such sale; or
(viiv) With the consent of the Committee, any combination of the consideration provided in the foregoing subparagraphs (i), (ii), (iii), (iv) and (viii); and
(c) A bona fide written representation and agreement, in a such form satisfactory to as is prescribed by the Committee, signed by the Optionee or other person then entitled to exercise such Option or portionportion thereof, stating that the shares of stock Common Stock are being acquired for his Rev. 3 10/4/06 the Optionee’s own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above. The Committee may, in its sole absolute discretion, take whatever additional actions it deems appropriate to insure ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations. Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on an Option exercise does not violate the Securities Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock Common Stock issued on exercise of this the Option shall bear an appropriate legend referring to the provisions of this subsection (c) and the agreements herein. The written representation and agreement referred to in the first sentence of this subsection (c) ), and the share legend referred to immediately above, shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Securities Act, and such registration is then effective in respect of such shares; and
(d) Full payment to the Company (or other employer corporation) of all amounts which, under federal, state or local tax law, it is required to withhold upon exercise of the Option; with . With the consent of the Committee, (i) shares of the Company's Common Stock owned by the Optionee, Optionee for at least six months duly endorsed for transfer, with a Fair Market Value on the date of delivery equal to the sums required to be withheld, transfer or (ii) shares of the Company's Common Stock issuable to the Optionee upon exercise of the Option with Option, having a Fair Market Value on at the date of Option exercise of the Option or any portion thereof equal to the statutory minimum sums required to be withheld, may be used to make all or part of such payment; and
(e) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option.
Appears in 1 contract
