Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions: (i) Execute and deliver to the Company a written notice setting forth the number of Option Shares for which the Option is exercised. (ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms: (A) by cancellation of indebtedness of the Company to the Optionee; (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or (C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists: i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or (D) by any combination of the foregoing. (iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise. (iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option. (v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws. (vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise. (b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. (c) In no event may this Option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (United Fuel & Energy Corp), Incentive Stock Option Agreement (United Fuel & Energy Corp)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir, legatee or persons exercising transferee as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Secretary of the Company a with written notice setting forth of such exercise, specifying the number of Option Optioned Shares for with respect to which the Option option is being exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Optioned Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation of indebtedness check payable to the Company's order; (B) full payment in Common Shares of the Company to valued at fair market value on the Optionee;
exercise date (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(C) with respect only full payment in combination of Common Shares of the Company valued at fair market value on the exercise date and cash or check payable to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 's order; (D) payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such purchase and (II) will provide written directives to the Company to deliver the certificates for the purchased shares directly to such broker-dealer; or
ii, to the extent the Plan Administrator specifically authorizes such method of payment at the time of exercise, (E) payment by a full-recourse promissory note. through a “margin” commitment Any such promissory note authorized by the Plan Administrator will be substantially in the form approved by the Plan Administrator, will bear interest at the minimum per annum rate necessary to avoid the imputation of interest income to the Company and compensation income to you under the Federal tax laws and will become due in full (in one or more consecutive annual installments measured from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount execution date of the Exercise Pricenote) not later than the Expiration Date of this option. Payment of the note will be secured by the pledge of the purchased shares, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward pledged shares will be released only as the Exercise Price directly to the Company; or
(D) by any combination of the foregoingnote is paid.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateFor purposes of Subsection 7(a) hereof, the Company shall issue fair market value per Common Share on any relevant date will be determined in accordance with Subsections (i) through (iii) below, and the exercise date will be the date on which you exercise this option in compliance with the provisions of Subsection 7(a).
(i) If the Common Shares are not listed or admitted to or trading on behalf any stock exchange on the date in question, but is traded in the over-the-counter market, the fair market value will be the closing selling price per share of such shares on such date, as such price is reported by the National Association of Securities Dealers through its Nasdaq National Market. If there is no reported closing selling price of the Optionee shares on the date in question then the closing selling price on the last preceding date for which such quotation exists will be determinative of fair market value.
(ii) If the Common Shares are listed or admitted to trading on any other person stock exchange on the date in question, the fair market value will be the closing selling price per share of such shares on such date on the stock exchange determined by the Plan Administrator to be the primary market for such shares, as such price is officially quoted on such exchange. If there is no reported closing selling price of such shares on such exchange on the date in question, the fair market value will be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Shares are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market on the date in question or persons exercising this Optionif the Plan Administrator determines that the quotations under Subsections (i) a certificate for or (ii) above do not accurately reflect the purchased Option Sharesfair market value of such shares, with the appropriate legends affixed theretofair market value will be determined by the Plan Administrator after taking into account such factors as the Plan Administrator may deem appropriate, including one or more independent professional appraisals.
(c) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 2 contracts
Samples: Non Qualified Share Option Agreement (Xoma LTD /De/), Non Qualified Share Option Agreement (Xoma LTD /De/)
Manner of Exercising Option. (a) In order Subject to the terms and conditions of this Agreement, the Option may be exercised by delivering or mailing written notice of exercise to CNT at its principal executive office, marked for the attention of the Human Resources Department. The notice shall state the election to exercise this the Option, the number of Common Shares for which it is being exercised, and be signed by the person exercising the Option. If the person exercising the Option is not Employee, he or she shall enclose with respect the notice appropriate proof of his or her right to all or any part exercise the Option. The date of exercise of the Option Shares for which this Option is at shall be the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares date that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to of exercise with appropriate payment under the Company in connection with the Option exercise.
following subsection (ivb) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested is actually received by the Company in order for it to comply with the applicable requirements Human Resources Department of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseCNT.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf Notice of exercise of the Optionee Option shall be accompanied by either: (i) payment (by certified or any cashier's check payable to the order of CNT) of the purchase price of the Common Shares being purchased; or (ii) if so permitted by the Stock Plans Committee of the Board of Directors of CNT (the "Committee"), certificates for unencumbered Common Shares having an aggregate Fair Market Value (as defined in the Plan) on the date of exercise equal to the purchase price of the Common Shares to be purchased; or (iii) if so permitted by the Committee, a combination of cash and such unencumbered Common Shares; or (iv) if so permitted by the Committee, appropriate documentation evidencing the sale of the Common Shares acquired upon exercise of the Option and the use of the proceeds from such sale as payment of the Purchase Price for such Shares. The purchaser shall endorse all certificates delivered to CNT under the foregoing subsections (b)(ii) or (iii) in blank and represent and warrant in writing that he or she is the owner of the shares so delivered free and clear of all liens, security interests, and other person restrictions or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed theretoencumbrances.
(c) In no event As soon as practicable after receipt of the purchase price provided for above (and any payment required under Section 11), CNT shall deliver to the person exercising the Option, in the name of Employee (or his or her estate or heirs, as the case may be) a certificate or certificates representing the Common Shares being purchased. CNT shall pay all original issue or transfer taxes, if any, with respect to the issue of the Common Shares to the person exercising the Option and all fees and expenses necessarily incurred by CNT in connection with the exercise of the Option. All Common Shares issued upon exercise of the Option shall be fully paid and nonassessable. Notwithstanding anything in this Agreement to the contrary, CNT shall not be required, upon exercise of the Option be exercised for or any fractional sharespart thereof, to issue or deliver any Common Shares unless such issuance has been registered under federal and applicable state securities laws or an exemption therefrom is available.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Computer Network Technology Corp), Non Qualified Stock Option Agreement (Computer Network Technology Corp)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir, legatee or persons exercising transferee as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Secretary of the Company a with written notice setting forth of such exercise, specifying the number of Option Optioned Shares for with respect to which the Option option is being exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Optioned Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation of indebtedness check payable to the Company’s order; (B) full payment in Common Shares of the Company to valued at fair market value on the Optionee;
exercise date (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(C) with respect only full payment in combination of Common Shares of the Company valued at fair market value on the exercise date and cash or check payable to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. order; (D) payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such purchase and (II) will provide written directives to the Company to deliver the certificates for the purchased shares directly to such broker-dealer; or
ii, to the extent the Plan Administrator specifically authorizes such method of payment at the time of exercise, (E) payment by a full-recourse promissory note. through a “margin” commitment Any such promissory note authorized by the Plan Administrator will be substantially in the form approved by the Plan Administrator, will bear interest at the minimum per annum rate necessary to avoid the imputation of interest income to the Company and compensation income to you under the Federal tax laws and will become due in full (in one or more consecutive annual installments measured from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount execution date of the Exercise Pricenote) not later than the Expiration Date of this option. Payment of the note will be secured by the pledge of the purchased shares, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward pledged shares will be released only as the Exercise Price directly to the Company; or
(D) by any combination of the foregoingnote is paid.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateFor purposes of Subsection 7(a) hereof, the Company shall issue fair market value per Common Share on any relevant date will be determined in accordance with Subsections (i) through (iii) below, and the exercise date will be the date on which you exercise this option in compliance with the provisions of Subsection 7(a).
(i) If the Common Shares are not listed or admitted to or trading on behalf any stock exchange on the date in question, but is traded in the over-the-counter market, the fair market value will be the closing selling price per share of such shares on such date, as such price is reported by the National Association of Securities Dealers through its Nasdaq National Market. If there is no reported closing selling price of the Optionee shares on the date in question then the closing selling price on the last preceding date for which such quotation exists will be determinative of fair market value.
(ii) If the Common Shares are listed or admitted to trading on any other person stock exchange on the date in question, the fair market value will be the closing selling price per share of such shares on such date on the stock exchange determined by the Plan Administrator to be the primary market for such shares, as such price is officially quoted on such exchange. If there is no reported closing selling price of such shares on such exchange on the date in question, the fair market value will be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Shares are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market on the date in question or persons exercising this Optionif the Plan Administrator determines that the quotations under Subsections (i) a certificate for or (ii) above do not accurately reflect the purchased Option Sharesfair market value of such shares, with the appropriate legends affixed theretofair market value will be determined by the Plan Administrator after taking into account such factors as the Plan Administrator may deem appropriate, including one or more independent professional appraisals.
(c) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 2 contracts
Samples: Share Option Agreement (Xoma LTD /De/), Non Qualified Share Option Agreement (Xoma LTD /De/)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir, legatee or persons exercising transferee as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Secretary of the Company a with written notice setting forth of such exercise, specifying the number of Option Optioned Shares for with respect to which the Option option is being exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Optioned Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation of indebtedness check payable to the Company's order; (B) full payment in Common Shares of the Company to valued at fair market value on the Optionee;
exercise date (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(C) with respect only full payment in combination of Common Shares of the Company valued at fair market value on the exercise date and cash or check payable to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 's order; (D) payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such purchase and (II) will provide written directives to the Company to deliver the certificates for the purchased shares directly to such broker-dealer; or
ii, to the extent the Plan Administrator specifically authorizes such method of payment at the time of exercise, (E) payment by a full-recourse promissory note. through a “margin” commitment Any such promissory note authorized by the Plan Administrator will be substantially in the form approved by the Plan Administrator, will bear interest at the minimum per annum rate necessary to avoid the imputation of interest income to the Company and compensation income to you under the Federal tax laws and will become due in full (in one or more consecutive annual installments measured from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount execution date of the Exercise Pricenote) not later than the Expiration Date of this option. Payment of the note will be secured by the pledge of the purchased shares, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward pledged shares will be released only as the Exercise Price directly to the Company; or
(D) by any combination of the foregoingnote is paid.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateFor purposes of Subsection 7(a) hereof, the Company shall issue to or fair market value per Common Share on behalf of any relevant date will be determined in accordance with Subsections (i) through (iii) below, and the Optionee (or any other person or persons exercising exercise date will be the date on which you exercise this Option) a certificate for the purchased Option Shares, option in compliance with the appropriate legends affixed theretoprovisions of Subsection 7(a).
(ci) If the Common Shares are not listed or admitted to trading on any stock exchange on the date in question, but is traded in the over-the-counter market, the fair market value will be the closing selling price per share of such shares on such date, as such price is reported by the National Association of Securities Dealers through its Nasdaq National Market. If there is no reported closing selling price of the shares on the date in question then the closing selling price on the last preceding date for which such quotation exists will be determinative of fair market value.
(i) If the Common Shares are listed or admitted to trading on any stock exchange on the date in question, the fair market value will be the closing selling price per share of such shares on such date on the stock exchange determined by the Plan Administrator to be the primary market for such shares, as such price is officially quoted on such exchange. If there is no reported closing selling price of such shares on such exchange on the date in question, the fair market value will be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Shares are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market on the date in question or if the Plan Administrator determines that the quotations under Subsections (i) or (ii) above do not accurately reflect the fair market value of such shares, the fair market value will be determined by the Plan Administrator after taking into account such factors as the Plan Administrator may deem appropriate, including one or more independent professional appraisals.
(b) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 2 contracts
Samples: Share Option Agreement (Xoma LTD /De/), Share Option Agreement (Xoma LTD /De/)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows:
(i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or
(ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the sale transaction.
C. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the- counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(b) D. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) E. In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Corsair Communications Inc), Stock Option Agreement (Corsair Communications Inc)
Manner of Exercising Option. The option granted herein shall be exercised by the Optionee only in the State of Texas at the principal office of the Company by:
(a) In order Delivering to exercise this Option with respect to all or any part the Controller of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth specifying the number of Optioned Shares the Optionee then desires to purchase, which written notice shall be in substantially the following form and shall be signed by the Optionee: “To Trinity Industries, Inc.: I hereby exercise my option to purchase from Trinity Industries, Inc. (the “Company”) at Dallas, Texas ___shares of its Common Stock in accordance with the Company’s 2004 Stock Option Shares for which and Incentive Plan and in accordance with my Non-Qualified Stock Option Agreement dated [the Option is exercised.date of this Agreement] and hereby tender in payment therefore cash and/or stock in the amount of, and/or with an aggregate value equal to $___, being $___ per share. “(Name of Optionee)” “(Date)”
(iib) Pay Tendering the aggregate Exercise Price for the purchased shares in cash or in one or more full exercise price of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that such Optioned Shares either: (1) have been owned by the Optionee for more than six in cash (6) months and have been paid for within the meaning of SEC Rule 144 (andincluding check, if such shares were purchased from the Company by use of a promissory notebank draft, such note has been fully paid with respect to such sharesor money order); or (2) were obtained by the delivery of shares of Common Stock of the Company already owned by the Optionee; or (3) tendering shares of Common Stock of the Company owned by the Optionee in the public marketby delivery of a completed and signed Trinity Industries, Inc. “Stock Option Exercise Attestation Form”; or
(C4) with respect only by providing herewith an order for a designated broker to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sell part or all of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option Optioned Shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered deliver sufficient proceeds to the Company in connection with to pay the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to full exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf price of the Optionee Optioned Shares; or (5) by a combination of items b(1), b(2), b(3) or any other person or persons exercising this Optionb(4) a certificate for the purchased Option Shares, with the appropriate legends affixed theretoabove .
(c) In no event may this Option Tendering the amount of any federal, state, or local tax required to be withheld by the Company due to the exercise of an option granted hereunder which shall be satisfied, at the election of the Optionee but subject to change by the Human Resources Committee, (the “Committee”), either (a) by payment by the Optionee to the Company of the amount of such withholding obligation in cash (the “Cash Method”), or (b) through the retention by the Company of a number of shares of Common Stock out of the Shares being purchased through the exercise of the option having a fair market value equal to the amount of the minimum withholding obligation (the “Share Retention Method”). Shares of Common Stock of the Company delivered or tendered to exercise the option must be held for at least six months prior to the date of exercise of the option if the shares were acquired by previous exercise of a stock option. Shares acquired by methods other than exercise of a stock option (e.g. open market purchase, gift, etc.) do not have the six month holding requirement. As soon as practicable after such exercise of the option in whole or in part by the Optionee, the Company will deliver to the Optionee at the Company’s principal office in the State of Texas a certificate or certificates for the number of shares with respect to which the option shall be so exercised for any fractional shares.minus the number of shares to be withheld, if any, issued in the Optionee’s
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Trinity Industries Inc), Nonqualified Stock Option Agreement (Trinity Industries Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Purchase Agreement for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation; or
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the CommitteePlan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, by surrender of shares that either: (1) have been owned by then the Optionee for more than six (6) months and have been Exercise Price may also be paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; oras follows:
(C) with respect only to purchases upon exercise in shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable written instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiib) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Purchase Agreement delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(viv) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal Federal and state securities laws.
(viv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Stock Option Agreement (E Trade Group Inc), Stock Option Agreement (Emcore Corp)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares Granted for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee’s death, Optionee’s executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Corporate Secretary of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the “Exercise Notice”) in which there is specified the number of Option Shares for Granted which are to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in through one or more of the following forms:
(A) alternatives: - full payment in cash or by cancellation of indebtedness of the Company check payable to the Optionee;
Corporation’s order; - full payment in shares of Common Stock valued at Fair Market Value on the Exercise Date (Bas such term is defined below) if approved by and held for any required period necessary to avoid a charge to the CommitteeCorporation’s earnings for financial reporting purposes, by surrender - full payment in a combination of shares that either: of Common Stock valued at Fair Market Value on the Exercise Date (1as such terms are defined below) have been owned by and held for any required period necessary to avoid a charge to the Optionee for more than six (6) months Corporation’s reported earnings and have been paid for within cash or check payable to the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares)Corporation’s order; or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. - full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide irrevocable instructions to (I) a member brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation’s pre-notification/pre-clearance policies) to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Pricepurchased shares plus all applicable Federal, State and whereby local income taxes and employment taxes required to be withheld in connection with such purchase and (II) to the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm on the Company; or
ii. through a “margin” commitment from settlement date in order to complete the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Company Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares must accompany such written representations Exercise Notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock on the date in question, as may be requested such price is reported by the Company National Association of Securities Dealers on the Nasdaq Global Select Market. If there is no such reported price on the date in order question, then the Fair Market Value shall be the closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this Optionoption in accordance herewith) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed theretoshares.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Grant Agreement (Ultratech Inc), Grant Agreement (Ultratech Inc)
Manner of Exercising Option. (a) In order Subject to the terms and conditions of this Agreement, the Option may be exercised by delivering or mailing written notice of exercise to CNT at its principal executive office, marked for the attention of the Human Resources Department. The notice shall state the election to exercise this the Option, the number of Common Shares for which it is being exercised, and be signed by the person exercising the Option. If the person exercising the Option is not Employee, he or she shall enclose with respect the notice appropriate proof of his or her right to all or any part exercise the Option. The date of exercise of the Option Shares for which this Option is at shall be the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares date that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to of exercise with appropriate payment under the Company in connection with the Option exercise.
following subsection (ivb) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested is actually received by the Company in order for it to comply with the applicable requirements Human Resources Department of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseCNT.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf Notice of exercise of the Optionee Option shall be accompanied by either: (i) payment (by certified or any cashier's check payable to the order of CNT) of the purchase price of the Common Shares being purchased; or (ii) if so permitted by the Committee, certificates for unencumbered Common Shares having an aggregate Fair Market Value (as defined in the Plan) on the date of exercise equal to the purchase price of the Common Shares to be purchased; or (iii) if so permitted by the Committee, a combination of cash and such unencumbered Common Shares. The purchaser shall endorse all certificates delivered to CNT under the foregoing subsections (b)(ii) or (iii) in blank and represent and warrant in writing that he or she is the owner of the shares so delivered free and clear of all liens, security interests, and other person restrictions or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed theretoencumbrances.
(c) In no event As soon as practicable after receipt of the purchase price provided for above (and any payment required under Section 12), CNT shall deliver to the person exercising the Option, in the name of Employee (or his or her estate or heirs, as the case may be) a certificate or certificates representing the Common Shares being purchased. CNT shall pay all original issue or transfer taxes, if any, with respect to the issue of the Common Shares to the person exercising the Option and all fees and expenses necessarily incurred by CNT in connection with the exercise of the Option. All Common Shares issued upon exercise of the Option shall be fully paid and nonassessable. Notwithstanding anything in this Agreement to the contrary, CNT shall not be required, upon exercise of the Option be exercised for or any fractional sharespart thereof, to issue or deliver any Common Shares unless such issuance has been registered under federal and applicable state securities laws or an exemption therefrom is available.
Appears in 2 contracts
Samples: Non Qualified Stock Option Agreement (Computer Network Technology Corp), Non Qualified Stock Option Agreement (Computer Network Technology Corp)
Manner of Exercising Option. (a) a. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i1) Execute and deliver Deliver to the Company a written Corporate Secretary of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares for which to be purchased under the Option is exercisedexercised option.
(ii2) Pay the aggregate Exercise Price for the purchased shares in cash or in through one or more of the following formsalternatives:
(Aa) full payment in cash or by cancellation of indebtedness of the Company check made payable to the OptioneeCorporation's order;
(Bb) if approved by full payment in shares of Common Stock held for the Committee, by surrender requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (as such term is defined below);
(c) full payment through a combination of shares that either: (1) have been owned by of Common Stock held for the Optionee requisite period necessary to avoid a charge to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from Exercise Date and cash or check payable to the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketCorporation's order; or
(Cd) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide concurrent irrevocable instructions to (i) a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the Option Shares so purchased sale proceeds available on the settlement date, sufficient funds to pay cover the aggregate Exercise Price payable for the Exercise Pricepurchased shares plus all applicable Federal, state and whereby local income and employment taxes required to be withheld in connection with such purchase and (ii) the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv3) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option this option (if other than Optionee) have the right to exercise this Optionthe option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi4) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
b. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Exercise Price for the purchased shares must accompany such Exercise Notice.
c. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:
(b1) If the Common Stock is at the time traded on the Nasdaq Electronic Bulletin Board, the Fair Market Value shall be the average of the highest bid price and the lowest asked price per share on the date in question, as such prices are reported by the National Association of Securities Dealers on the Nasdaq Electronic Bulletin Board. If there are no reported bid or asked prices for the Common Stock on the date in question, then the average of the highest bid price and the lowest asked price on the last preceding date for which such quotations exist shall be determinative of the Fair Market Value.
(2) If the Common Stock is not at the time listed or admitted to trading on any national securities exchange but is traded on the Nasdaq National Market, the Fair Market Value shall be the closing selling price per share on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no reported closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of Fair Market Value.
(3) If the Common Stock is at the time listed or admitted to trading on any national securities exchange, then the Fair Market Value shall be the closing selling price per share on the date in question on the securities exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
d. As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this Optionoption in accordance herewith) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto.
(c) e. In no event may this Option option be exercised for any fractional sharesshare.
Appears in 2 contracts
Samples: Stock Option Agreement (Microelectronic Packaging Inc /Ca/), Stock Option Agreement (Meltronix Inc)
Manner of Exercising Option. (a) In order Subject to exercise the terms and conditions of this Option with respect to all or any part of Agreement, the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver may be exercised by delivering written notice of exercise to the Company a written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company at its principal executive office, to the Optionee;
(B) if approved by attention of its Chief Financial Officer. The notice shall state the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects election to exercise the Option and to sell a portion the number of Shares in respect of which it is being exercised, and shall be signed by the person exercising the Option. If the person exercising the Option Shares so purchased is not the Optionee, he or she also shall send with the notice appropriate proof of his or her right to pay for exercise the Exercise PriceOption. The notice of exercise shall be accompanied by payment (by check, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly bank draft or money order payable to the Company; or
ii) of the full purchase price of the Shares being purchased. through a “margin” commitment from Alternatively, if cashless exercises are permitted by the Optionee and a FINRA Dealer whereby Committee, such notice may be accompanied by certificates for unencumbered Shares having an aggregate Fair Market Value (as defined in the Optionee irrevocably elects to Plan) on the date of exercise the Option and to pledge the Option Shares so purchased equal to the FINRA Dealer in purchase price of the Shares to be purchased or a margin account as security for a loan from the FINRA Dealer combination of cash and such unencumbered Shares in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice purchase price. The Optionee shall duly endorse in blank all certificates delivered to the Company pursuant to this subparagraph and shall represent and warrant in connection with writing that he or she is the Option exercise.
(iv) Furnish to owner of the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute Shares so delivered free and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction clear of all federalliens, state security interests and local income other restrictions or encumbrances. Notwithstanding the other terms and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Dateconditions of this subparagraph, the Company Optionee shall issue not be permitted to or on behalf pay any portion of the Optionee (or any other person or persons exercising this Option) a certificate for purchase price of the Shares being purchased Option Shares, with Shares if the appropriate legends affixed theretoCommittee believes that payment in such manner could have an adverse effect on the Company's financial statements.
(c) In no event As soon as practicable after receipt of the purchase price provided for above, the Company shall deliver to the person exercising the Option, in the name of the Optionee or his or her estate or heirs, as the case may be, a certificate or certificates representing the Shares being purchased. The Company shall pay all original issue or transfer taxes, if any, with respect to the issue or transfer of the Shares to the person exercising the Option and all fees and expenses necessarily incurred by the Company in connection therewith. All Shares so issued shall be fully paid and nonassessable. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required, upon the exercise of this Option or any part thereof, to issue or deliver any Shares prior to the completion of such registration or other qualification of such Shares under any State law, rule or regulation as the Company shall determine to be exercised for any fractional sharesnecessary or desirable.
Appears in 2 contracts
Samples: Nonstatutory Stock Option Agreement (Allaire Corp), Nonstatutory Stock Option Agreement (Allaire Corp)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Purchase Agreement for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation; or
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the CommitteePlan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, by surrender of shares that either: (1) have been owned by then the Optionee for more than six (6) months and have been Exercise Price may also be paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; oras follows:
(C) with respect only to purchases upon exercise in shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable written instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiib) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Purchase Agreement delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(viv) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.order
Appears in 2 contracts
Samples: Stock Option Agreement (Vista Medical Technologies Inc), Stock Option Agreement (Vista Medical Technologies Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation; or
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 14;
(C) with respect only to purchases upon exercise in shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-approved brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiII) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Stock Option Agreement (About Com Inc), Stock Option Agreement (Miningco Com Inc)
Manner of Exercising Option. (a) In order to exercise this the Option with respect to all or any part of the Option Shares for which this the Option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company Corporation to the Optionee, including, without limitation, expense reimbursements owed under the Employment Agreement;
(B) if approved by the Committee, by surrender of shares of Common Stock that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 promulgated under the Securities Act of 1933, as amended (and, if such shares were purchased from the Company Corporation by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or;
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the CompanyCorporation’s stock exists:
i. (1) through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (an “FINRA Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares shares to forward the Exercise Price directly to the CompanyCorporation; or
ii. (2) through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares shares to forward the Exercise Price directly to the CompanyCorporation; or
(D) by any combination of the foregoing.
(iii) Payment . Except to the extent the sale and remittance procedure is utilized in connection with the Option exercise, payment of the Exercise Price in one of the forms provided above must accompany the written notice delivered to the Company Corporation in connection with the Option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this the Option.
(viv) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal and state securities laws.
(viv) Make appropriate arrangements with the Company Corporation for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Dateexercise date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this the Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Fractions of Option Shares will not be exercised for any fractional sharesissued but will either be replaced by a cash payment equal to the fair market value of such fraction of an Option Share (based on the closing price of the Common Stock reported by Bloomberg LP on the replacement date) or will be rounded up to the nearest whole share of Common Stock, as determined by the Corporation.
Appears in 2 contracts
Samples: Stock Option Agreement (Sionix Corp), Stock Option Agreement (Sionix Corp)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised, or comply with such other procedures as the Corporation may establish from time to time.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness cash or check made payable to the Corporation; Should the Common Stock be registered under Section 12 of the Company to 1934 Act at the Optionee;time the option is exercised, then the Exercise Price may also be paid as follows:
(B) if approved in shares of Common Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1option) have been owned by for the Optionee requisite period necessary to avoid a charge to the Corporation’s earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; orExercise Date;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market for Common Stock otherwise issuable under the Company’s stock exists:
i. through a “same day sale” commitment from option but withheld by the Optionee and a broker-dealer that is a member Corporation in satisfaction of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects exercise price, with such withheld shares to exercise the Option and to sell a portion of the Option Shares so purchased to pay for be valued at Fair Market Value on the Exercise PriceDate, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiii) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(viv) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal and state applicable securities laws.
(viv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local applicable income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Valeritas Holdings Inc.), Stock Option Agreement (Valeritas Holdings Inc.)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
: (i) Execute and deliver to the Company a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
; and (ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCompany;
(B) if approved a promissory note payable to the Company, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Board in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly charge to the Company; or
ii. through a “margin” commitment from the Optionee 's earnings for financial reporting purposes and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a Company-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such exercise; (iiiii) Payment to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company in connection with the Option option exercise.
; (iviii) Furnish to the Company appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Option.
option; (v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
; (b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
; (c) In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Capital Reserve Canada LTD), Stock Option Agreement (Capital Reserve Canada LTD)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise (see attached form) for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Corporation (includes cash paid from Optionee;'s brokerage pursuant to a presale of shares in a so-called "cashless" exercise),
(B) if approved shares of Common Stock held by Optionee (or any other person or persons exercising the Committeeoption) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income taxes required to be withheld by the Corporation by reason of such exercise of an Optionand (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Payment forms (B), and provided that a public market for (C) above shall be accepted solely at the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member option of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly Plan Administrator. Except to the Company; or
ii. through a “margin” commitment from extent the Optionee sale and a FINRA Dealer whereby remittance procedure is utilized in connection with the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Priceoption exercise, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exerciseNotice of Exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Director Fee Stock Option Agreement (Ligand Pharmaceuticals Inc), Director Fee Stock Option Agreement (Ligand Pharmaceuticals Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-approved brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiII) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Stock Option Agreement (Inet Technologies Inc), Stock Option Agreement (Multex Com Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or;
(C) if approved by the Committee, by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that the Optionee, if not an employee or director of the Company, will not be entitled to purchase Option Shares with a promissory note unless the note is adequately secured by collateral other than the Option Shares;
(D) if approved by the Committee, by waiver of compensation due or accrued to the Optionee for services rendered;
(E) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. (1) through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority National Association of Securities Dealers (FINRA an “NASD Dealer”) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D2) through a “margin” commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(F) by any combination of the foregoing.
(iii) Payment . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option option exercise.
(iviii) Furnish to the Company appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(viv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viv) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Incentive Stock Option Agreement (United Fuel & Energy Corp), Non Statutory Stock Option Agreement (United Fuel & Energy Corp)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(b) C. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 2 contracts
Samples: Series F Preferred Stock Purchase Agreement (Digirad Corp), Stock Option Agreement (Digirad Corp)
Manner of Exercising Option. (a) A. In order to exercise this Option with respect to all or any part of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee’s death, the Optionee’s executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Secretary of the Company a written notice setting forth Notice of Exercise and/or Purchase Agreement, in a form then prescribed by the number of Company, for the Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation 1. full payment in cash or check; or
2. any other form which the Plan Administrator may, in its discretion, approve at the time of indebtedness exercise in accordance with the provisions of the Company to the Optionee;paragraph 15 of this Agreement.(1)
(B) if approved by the Committee, by surrender 3. payment in shares of shares that either: (1) have been owned Common Stock held by the Optionee for more than six the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesas defined below); or (2) were obtained by the Optionee in the public market; or
(C1) with respect only to purchases upon exercise Authorization of an Optiona loan or installment payment method under such provisions may, and provided that a public market for under currently proposed Treasury Regulations, result in the Company’s loss of incentive stock exists:option treatment under the Federal tax laws.
i. 4. through a “same day sale” commitment from special sale and remittance procedure pursuant to which the Optionee and is to provide irrevocable written instructions (a) to a brokerCompany-dealer that is a member designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company; or
ii. through a “margin” commitment from , out of the Optionee sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal, state and a FINRA Dealer whereby local income and employment taxes required to be withheld by the Optionee irrevocably elects to exercise the Option Company by reason of such purchase and to pledge the Option Shares so purchased (b) to the FINRA Dealer in a margin account as security Company to deliver the certificates for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to effect the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Option. Except to the extent the sale and remittance procedure is utilized in connection with the exercise of this Option, payment of the Option Price must accompany the Notice of Exercise or Purchase Agreement delivered to the Company.
(v) Execute and deliver B. For purposes of this Agreement, the “Exercise Date” shall be the date on which the executed Notice of Exercise or Purchase Agreement shall have been delivered to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities lawsCompany.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after the Exercise DateDate as practical, the Company shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) Option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) D. In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Geron Corp)
Manner of Exercising Option. (a) In order to exercise this Option with respect to option for all or any part of the Option Shares for which this Option the option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Company a Secretary of the Corporation with written notice setting forth of the option exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which there is specified the number of Option Shares for which are to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company 1. full payment in cash or check made payable to the Optionee;Corporation's order; or
(B) if approved 2. full payment in shares of Common Stock held by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more the requisite period necessary to avoid a charge to the Corporation's reported earnings (which in any event shall not be less than six (6) months months) and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
(C) with respect only to purchases upon exercise 3. full payment in a combination of an Option, and provided that a public market shares of Common Stock held for the Company’s stock exists:requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes (which in any event shall not be less than six (6) months) and valued at Fair Market Value on the Exercise Date and cash or check made payable to the Corporation's order; or
i. 4. full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide irrevocable written instructions (A) to a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Price, purchased shares and whereby (B) to the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateFor purposes of subparagraph 9(a) above and for all other valuation purposes under this Agreement, the Company Fair Market Value per share of Common Stock on any relevant date shall issue be the determined in accordance with the following provisions:
(i) If the Common Stock is not at the time listed or admitted to or trading on behalf any national stock exchange but is traded on the NASDAQ National Market System, the Fair Market Value shall be the closing selling price per share on the date in question, as such price is reported by the National Association of Securities Dealers through the Optionee (NASDAQ National Market System or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.successor
Appears in 1 contract
Samples: Non Employee Director Automatic Stock Option Agreement (Corvel Corp)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Secretary of the Company a written notice setting forth of exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which there is specified the number of Option Optioned Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation 1. full payment in cash or cash equivalents;
2. full payment in shares of indebtedness Common Stock of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned held by the Optionee for more than six the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (6as such terms are defined below);
3. full payment in a combination of shares of Common Stock of the Company held by the Optionee for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date and cash or cash equivalents;
4. full payment effected through a broker- dealer sale and remittance procedure pursuant to which the Optionee (I) months shall provide irrevocable written instructions to a designated brokerage firm to effect the immediate sale of the purchased shares and have been paid remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for within the meaning of SEC Rule 144 (and, if such purchased shares were purchased from plus all applicable Federal and State income and employment taxes required to be withheld by the Company by use reason of a promissory note, such note has been fully paid with respect purchase and (II) shall provide written directives to the Company to deliver the certificates for the purchased shares directly to such shares); or (2) were obtained by brokerage firm in order to complete the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option option (if other than the Optionee) have the right to exercise this Optionoption.
B. For purposes of this Agreement, the Fair Market Value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (vi) Execute and deliver (ii) below, and the Exercise Date shall be the date on which the executed Exercise Notice is delivered to the Company such written representations as may be requested by Company. Except to the Company in order for it to comply with extent the applicable requirements of federal sale and state securities laws.
(vi) Make appropriate arrangements with the Company remittance procedure specified above is utilized for the satisfaction exercise of all federalthe option, state and local income and employment tax withholding requirements applicable to payment of the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate Price for the purchased Option Shares, with shares must accompany the appropriate legends affixed thereto.Exercise Notice. The procedure for measuring Fair Market Value shall be as follows:
(ci) In no event may this Option If the Common Stock is not at the time listed or admitted to trading on any national stock exchange but is traded on the over-the-counter market, the Fair Market Value shall be exercised for any fractional shares.the mean between the highest bid and lowest asked prices (or, if such information is available, the closing selling price) per share of Common Stock on the date in question on the over- the-counter market, as such prices are reported by the National Association of Securities Dealers through its NASDAQ
Appears in 1 contract
Samples: Stock Option Agreement (Oncor Inc)
Manner of Exercising Option. The option granted herein shall be exercised by the Optionee only in the State of Texas at the principal office of the Company by:
(a) In order Delivering to exercise this Option with respect to all or any part the Controller of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth specifying the number of Optioned Shares the Optionee then desires to purchase, which written notice shall be in substantially the following form and shall be signed by the Optionee: “To Trinity Industries, Inc.: I hereby exercise my option to purchase from Trinity Industries, Inc. (the “Company”) at Dallas, Texas ___shares of its Common Stock in accordance with the Company’s 2004 Stock Option Shares for which and Incentive Plan and in accordance with my Non-Qualified Stock Option Agreement dated [ the Option is exercised.date of this Agreement ] and hereby tender in payment therefore cash and/or stock in the amount of, and/or with an aggregate value equal to $___, being $___ per share. “(Name of Optionee)” “(Date)”
(iib) Pay Tendering the aggregate Exercise Price for the purchased shares in cash or in one or more full exercise price of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that such Optioned Shares either: (1) have been owned by the Optionee for more than six in cash (6) months and have been paid for within the meaning of SEC Rule 144 (andincluding check, if such shares were purchased from the Company by use of a promissory notebank draft, such note has been fully paid with respect to such sharesor money order); or (2) were obtained by the delivery of shares of Common Stock of the Company already owned by the Optionee; or (3) tendering shares of Common Stock of the Company owned by the Optionee in the public marketby delivery of a completed and signed Trinity Industries, Inc. “Stock Option Exercise Attestation Form”; or
(C4) with respect only by providing herewith an order for a designated broker to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sell part or all of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option Optioned Shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered deliver sufficient proceeds to the Company in connection with to pay the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to full exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf price of the Optionee Optioned Shares; or (5) by a combination of items b(1), b(2), b(3) or any other person or persons exercising this Optionb(4) a certificate for the purchased Option Shares, with the appropriate legends affixed theretoabove .
(c) In no event may this Option Tendering the amount of any federal, state, or local tax required to be withheld by the Company due to the exercise of an option granted hereunder which shall be satisfied, at the election of the Optionee but subject to change by the Human Resources Committee, (the “Committee”), either (a) by payment by the Optionee to the Company of the amount of such withholding obligation in cash (the “Cash Method”), or (b) through the retention by the Company of a number of shares of Common Stock out of the Shares being purchased through the exercise of the option having a fair market value equal to the amount of the minimum withholding obligation (the “Share Retention Method”). Shares of Common Stock of the Company delivered or tendered to exercise the option must be held for at least six months prior to the date of exercise of the option if the shares were acquired by previous exercise of a stock option. Shares acquired by methods other than exercise of a stock option (e.g. open market purchase, gift, etc.) do not have the six month holding requirement. As soon as practicable after such exercise of the option in whole or in part by the Optionee, the Company will deliver to the Optionee at the Company’s principal office in the State of Texas a certificate or certificates for the number of shares with respect to which the option shall be so exercised for any fractional shares.minus the number of shares to be withheld, if any, issued in the Optionee’s
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Trinity Industries Inc)
Manner of Exercising Option. (a) In order A. This Option may be exercised only as to exercise this Option with respect to all or any part of the Option Shares for which this Option is at the time exercisable, the whole shares and only by written notice signed by Optionee (or any other person in the case of exercise after Optionee's death by Optionee's legal representative, executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take and mailed or delivered to the following actions:
Secretary of the Company at its principal office, which notice shall: (i) Execute and deliver to the Company a written notice setting forth specify the number of Option Shares for with respect to which the Option is being exercised.
; (ii) Pay be accompanied by payment in full in cash; (iii) if the aggregate Exercise Price for the purchased shares in cash or in one or more of Common Stock issuable upon exercise of the following forms:
(A) Option are not then covered by cancellation of indebtedness a current registration statement of the Company under the Securities Act of 1933, as amended (the "Securities Act"), include a statement to the effect that Optionee;
(B) if approved by , or other person exercising the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of purchasing the Option Shares so purchased to pay for the Exercise Priceinvestment and not with a view to, or for sale in, any distribution thereof; and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise (iv) if the Option and to pledge the Option Shares so purchased to the FINRA Dealer in is being exercised by a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Priceperson or persons other than Optionee, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) be accompanied by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered proof satisfactory to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation and its counsel, that the such person or persons exercising the Option (if other than Optionee) have the right to exercise this the Option.
(v) Execute . Prior to the issuance of the Option Shares hereunder, Optionee shall execute and deliver to the Company such written other representations in writing as may be reasonably requested by the Company in order for it to comply with the applicable requirements of federal Federal and state securities laws.
(vi) Make appropriate arrangements B. This Option shall be deemed to have been exercised with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable respect to the Option exercise.
Shares specified in said notice at the time of receipt by the Company of: (bi) As soon as practical after the Exercise Datenotice specified in Section 7(A) hereof; (ii) any representations reasonably required by the Company pursuant to Section 7(A) hereof; and (iii) the payment required in Section 7(A) hereof. C. Unless the shares of Common Stock issuable upon exercise of the Option are covered by a then current registration statement of the Company under the Securities Act, the Company certificates representing the Option Shares issued or to be issued hereunder shall issue to be stamped or on behalf of otherwise imprinted with legends substantially in the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Sharesfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, with the appropriate legends affixed theretoAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Technical Chemicals & Products Inc)
Manner of Exercising Option. (a) a. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i1) Execute and deliver Deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii2) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following alternative forms:
(Aa) full payment in cash or by cancellation of indebtedness of the Company check made payable to the OptioneeCorporation's order;
(Bb) if approved by full payment in shares of Common Stock held for the Committee, by surrender requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes valued at Fair Market Value on the Exercise Date (as such terms are defined below);
(c) full payment in a combination of shares that either: (1) have been owned by of Common Stock held for the Optionee requisite period necessary to avoid a charge to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from Exercise Date and cash or check payable to the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketCorporation's order; or
(Cd) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. full payment through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide concurrent irrevocable written instructions (i) to a member Corporation- designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the Option Shares so purchased sale proceeds available on the settlement date, sufficient funds to pay cover the aggregate Exercise Price payable for the Exercise Pricepurchased shares plus all applicable Federal, state and whereby local income and employment taxes required to be withheld in connection with such purchase and (ii) to the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv3) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver b. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Company such written representations as may be requested by Secretary of the Company Corporation. Except to the extent the sale and remittance procedure specified above is utilized in order for it to comply connection with the applicable requirements option exercise, payment of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate Price for the purchased Option Sharesshares must accompany such Purchase Agreement.
c. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the appropriate legends affixed thereto.following provisions:
(c1) In If the Common Stock is at the time traded on the Nasdaq National Market, the Fair Market Value shall be the closing selling price per share on the date in question, as such price is reported by the National Association of Securities Dealers through the Nasdaq National Market or any successor system. If there is no event may this Option reported closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be exercised for any fractional sharesdeterminative of Fair Market Value.
Appears in 1 contract
Samples: Stock Option Agreement (Sunstone Hotel Investors Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Purchase Agreement for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation; or
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the CommitteePlan Administrator in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, by surrender of shares that either: (1) have been owned by then the Optionee for more than six (6) months and have been Exercise Price may also be paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; oras follows:
(C) with respect only to purchases upon exercise in shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Companyrequisite period necessary to avoid a charge to the Corporation’s stock exists:
i. through a “same day sale” commitment from the Optionee earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) to the extent the option is exercised for vested Option Shares and unless prohibited by any combination Section 402 of the foregoingSarbanes Oxley Act of 2002, through payment in accordance with a brokerage transaction as permitted under the provisions of Regulation T applicable to cashless exercises promulgated by the Federal Reserve Board out of the sale proceeds available on the settlement date of sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and the Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions to the Corporation to deliver the certificates for the purchased shares directly to a brokerage firm in order to complete the sale.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(viv) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal and state applicable securities laws.
(viv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local applicable income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (U.S. Auto Parts Network, Inc.)
Manner of Exercising Option. (a) In order to exercise this Option with respect to option for all or any part of the Option Shares for which this Option the option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Company a Secretary of the Corporation with written notice setting forth of the option exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which there is specified the number of Option Shares for which to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company 1. full payment in cash or check drawn to the OptioneeCorporation's order;
(B) if approved 2. full payment in shares of Common Stock held by Optionee for the Committee, by surrender requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date;
3. full payment in a combination of shares that either: (1) have been owned by of Common Stock held for the Optionee requisite period necessary to avoid a charge to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from Exercise Date and cash or check drawn to the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketCorporation's order; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 4. full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide irrevocable instructions to (A) a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Price, purchased shares and whereby (B) the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) For purposes of subparagraph 9(a) above and for all other valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq Electronic Bulletin Board, the Fair Market Value shall be the average of the highest bid price and the lowest asked price per share on the date in question, as such prices are reported by the National Association of Securities Dealers on the Nasdaq Electronic Bulletin Board. If there are no reported bid or asked prices for the Common Stock on the date in question, then the average of the highest bid price and the lowest asked price on the last preceding date for which such quotations exist shall be determinative of the Fair Market Value.
(ii) If the Common Stock is not at the time listed or admitted to trading on any national stock exchange but is traded on the Nasdaq National Market, the Fair Market Value shall be the closing selling price per share on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no reported closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of Fair Market Value.
(iii) If the Common Stock is at the time listed or admitted to trading on any national stock exchange, then the Fair Market Value shall be the closing selling price per share on the date in question on the exchange serving as the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(c) The Exercise Date shall be the date on which the Exercise Notice is delivered to the Secretary of the Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares must accompany such notice.
(d) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto.
(ce) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Samples: Non Employee Director Automatic Stock Option Agreement (Microelectronic Packaging Inc /Ca/)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute To the extent the option is exercised for vested Option Shares, execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation,
(B) if approved shares of Common Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1option) have been owned by the Optionee for more than at least six (6) months and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (andExercise Date, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of an Optionthe purchased shares and remit to the Corporation, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Optionee Corporation by reason of such exercise and a broker-dealer that is a member of (II) to the Financial Industry Regulatory Authority (FINRA Dealer) whereby Corporation to deliver the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay certificates for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
iisale. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased Except to the FINRA Dealer extent the sale and remittance procedure is utilized in a margin account as security for a loan from connection with the FINRA Dealer in the amount of the Exercise Priceoption exercise, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice Notice of Exercise (or the Purchase Agreement) delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which EXHIBIT B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows:
(i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or
(ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the sale transaction.
C. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the Nasdaq National Market, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its Nasdaq system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(b) D. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) E. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Collateral Therapeutics Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (1) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iii11) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the option is exercised or comply with such other procedures as the Corporation may establish for notifying the Corporation of the exercise of this option for one or more Option is exercisedShares.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved shares of Common Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1option) have been owned by for the Optionee requisite period necessary to avoid a charge to the Corporation’s earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; orExercise Date;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market for Common Stock otherwise issuable under the Company’s stock exists:
i. through a “same day sale” commitment from option but withheld by the Optionee and a broker-dealer that is a member Corporation in satisfaction of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects exercise price, with such withheld shares to exercise the Option and to sell a portion of the Option Shares so purchased to pay for be valued at Fair Market Value on the Exercise PriceDate, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiii) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local applicable income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute To the extent this option is exercised after the date on which the Common Stock is registered under Section 12 of the 1934 Act, execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised. To the extent this option is exercised prior to the date on which the Common Stock is registered under Section 12 of the 1934 Act, execute and deliver to the Corporation a Purchase Agreement.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation; or
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the CommitteePlan Administrator in accordance with Paragraph 13. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option is exercised, by surrender of shares that either: (1) have been owned by then the Optionee for more than six (6) months and have been Exercise Price may also be paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; oras follows:
(C) with respect only to purchases upon exercise in shares of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) Common Stock held by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionthe option) for the requisite period necessary to avoid a certificate charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or
(D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.shares plus all
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Class A Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiII) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number of Option Shares for which "Purchase Agreement") in substantially the Option is exercised.
form attached hereto as Exhibit A; (ii) Pay pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if forms approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months hereunder; and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered furnish to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Except as provided in subparagraph C. below, the Option Price payable hereunder may be paid in cash.
C. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the Option Price may also be paid as follows:
(i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or
(ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the sale transaction.
D. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the Nasdaq Stock Market or the Nasdaq National Market, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through the Nasdaq Stock Market or the Nasdaq National Market. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Corporation to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Board of all federalDirectors of the Corporation determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of the Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exerciseBoard of Directors of the Corporation after taking into account such factors as the Board of Directors of the Corporation shall deem appropriate.
(b) E. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee, or on behalf of to the Optionee (or any other person or persons exercising entitled thereto in accordance with the terms of this Option) Option or the Purchase Agreement, a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) F. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir, legatee or persons exercising transferee as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Secretary of the Company a with written notice setting forth of such exercise, specifying the number of Option Optioned Shares for with respect to which the Option option is being exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Optioned Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation check payable to the Company's order; (B) full payment in shares of indebtedness Common Stock of the Company to valued at fair market value on the Optionee;
exercise date (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(C) with respect only full payment in combination of shares of Common Stock of the Company valued at fair market value on the exercise date and cash or check payable to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 's order; (D) payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such purchase and (II) will provide written directives to the Company to deliver the certificates for the purchased shares directly to such broker-dealer; or
ii, to the extent the Plan Administrator specifically authorizes such method of payment at the time of exercise, (E) payment by a full-recourse promissory note. through a “margin” commitment Any such promissory note authorized by the Plan Administrator will be substantially in the form approved by the Plan Administrator, will bear interest at the minimum per annum rate necessary to avoid the imputation of interest income to the Company and compensation income to you under the Federal tax laws and will become due in full (in one or more consecutive annual installments measured from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount execution date of the Exercise Pricenote) not later than the Expiration Date of this option. Payment of the note will be secured by the pledge of the purchased shares, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward pledged shares will be released only as the Exercise Price directly to the Company; or
(D) by any combination of the foregoingnote is paid.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateFor purposes of Subsection 7(a) hereof, the Company shall issue fair market value per share of Common Stock on any relevant date will be determined in accordance with Subsections (i) through (iii) below, and the exercise date will be the date on which you exercise this option in compliance with the provisions of Subsection 7(a).
(i) If the Common Stock is not listed or admitted to or trading on behalf any stock exchange on the date in question, but is traded in the over-the-counter market, the fair market value will be the closing selling price per share of such stock on such date, as such price is reported by the National Association of Securities Dealers through its Nasdaq National Market. If there is no reported closing selling price of the Optionee stock on the date in question then the closing selling price on the last preceding date for which such quotation exists will be determinative of fair market value.
(ii) If the Common Stock is listed or admitted to trading on any other person stock exchange on the date in question, the fair market value will be the closing selling price per share of such stock on such date on the stock exchange determined by the Plan Administrator to be the primary market for such stock, as such price is officially quoted on such exchange. If there is no reported closing selling price of such stock on such exchange on the date in question, the fair market value will be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Stock is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market on the date in question or persons exercising this Optionif the Plan Administrator determines that the quotations under Subsections (i) a certificate for or (ii) above do not accurately reflect the purchased Option Sharesfair market value of such stock, with the appropriate legends affixed theretofair market value will be determined by the Plan Administrator after taking into account such factors as the Plan Administrator may deem appropriate, including one or more independent professional appraisals.
(c) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Xoma Corp /De/)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee’ s death, the Optionee’s executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or as provided in one or more of the following forms:
(ASection 8.(b) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingbelow.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(ivii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon Should the Corporation’s outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as practical amended, at the time the option is exercised, then the Option Price may also be paid through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions to the Corporation to deliver the certificates for the purchased shares directly to a designated brokerage firm in order to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase.
(c) For purposes of this Agreement, the Exercise Date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(ii) If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the fair market value shall be the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Committee to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Stock at the time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, then such fair market value shall be determined by the Committee after taking into account such factors as the Committee shall deem appropriate.
(d) Promptly after the Exercise Date, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Shares, with the appropriate legends affixed theretoand paid for.
(ce) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Employee Stock Option Agreement (Green Earth Technologies Inc)
Manner of Exercising Option. (a) A. In order to exercise this the Option with respect to all for one or any part of the more Option Shares for which this the Option is at the time exercisable, the Optionee (or any other person in the case of exercise after the Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Secretary of the Company a written notice setting forth of exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which there is specified the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(Aa) by cancellation of indebtedness of the Company full payment in cash or check made payable to the OptioneeCompany's order;
(Bb) if approved by the Committee, by surrender full payment in shares of shares that either: (1) have been owned Common Stock held by the Optionee for more than six (6) months the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; orExercise Date;
(Cc) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. full payment through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which the Optionee shall provide irrevocable written instructions (1) to a member designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company; or
ii. through a “margin” commitment from , out of the Optionee sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased (2) to the FINRA Dealer in a margin account as security Company to deliver the certificates for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than the Optionee) have the right to exercise this the Option.
(viv) Execute and deliver to the Company such written representations and documents as the Board, 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 Board may, in its absolute 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.
B. For purposes of this Agreement, the Exercise Date shall be the date on which the Exercise Notice shall have been delivered to the Company. Except to the extent the sale and remittance procedure specified above may be requested by the Company utilized in order for it to comply connection with the applicable requirements exercise of federal and state securities lawsthe Option, payment of the Option Price for the purchased shares must accompany such notice.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after the Exercise Dateexercise of the Option in accordance with the provisions of this Agreement, the Company shall issue mail or deliver to or on behalf of the Optionee (or any to the other person or persons exercising this the Option) a stock certificate for representing the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Nonstatutory Stock Option Agreement (Endosonics Corp)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Purchase Agreement for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation; or
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the CommitteePlan Administrator in accordance with Paragraph 14.
(C) Should the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the Exercise Price may also be paid as follows:
(D) in shares of Common Stock held by surrender of shares that either: Optionee (1or any other person or persons exercising the option) have been owned by for the Optionee requisite period necessary to avoid a charge to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
(CE) with respect only to purchases upon exercise the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of an Optionthe purchased shares and remit to the Corporation, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Optionee Corporation by reason of such exercise and a broker-dealer that is a member of (II) to the Financial Industry Regulatory Authority (FINRA Dealer) whereby Corporation to deliver the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay certificates for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
iisale. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased Except to the FINRA Dealer extent the sale and remittance procedure is utilized in a margin account as security for a loan from connection with the FINRA Dealer in the amount of the Exercise Priceoption exercise, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice Purchase Agreement delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(viv) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal Federal and state securities laws.
(viv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. This option shall be exercised by Optionee only in the State of Texas at the principal office of the Company by:
(a) In order Delivering to exercise this Option with respect to all the Secretary or any part Assistant Secretary of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth specifying the number of Option Optioned Shares for that Optionee then desires to purchase, which written notice shall be in substantially the Option is exercised.form attached hereto as Exhibit “A” and shall be signed by Optionee; and
(b) Tendering the full exercise price of such Optioned Shares (i) in cash (including check, bank draft or money order), (ii) Pay by the aggregate Exercise Price delivery of shares of Common Stock of the Company already owned by Optionee, (iii) by a combination of cash and shares of such stock or (iv) otherwise in accordance with the 2015 LTIP. As soon as practicable after such exercise of this option in whole or in part by Optionee, the Company will deliver to Optionee at the Company’s principal office in the State of Texas a certificate or certificates for the purchased number of shares with respect to which this option shall be so exercised, issued in Optionee’s name. Each purchase of stock hereunder shall be a separate and divisible transaction and a complete contract in and of itself. This option shall not be exercised at any one time as to less than 100 shares of Common Stock (or less than the number of shares of Common Stock as to which this option is then exercisable, if that number is less than 100 shares). Notwithstanding any provision to the contrary herein contained, if the Fair Market Value per Share (as defined in the 2015 LTIP) exceeds the exercise price of this option per Optioned Share, the Committee, in its sole discretion, may elect, in lieu of delivering all or a portion of the Optioned Shares as to which this option has been exercised, to reimburse Optionee the exercise price tendered and to pay Optionee in cash or in one shares of Common Stock, or more a combination of cash and Common Stock, an amount having an aggregate value equal to the following forms:
product of (i) the number of Optioned Shares as to which this option has been exercised times (ii) the excess of (A) by cancellation of indebtedness of the Company to the Optionee;
Fair Market Value per Share over (B) if approved the exercise price of this option per Optioned Share. Such election by the Committee, Committee shall be made by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the giving written notice delivered to the Company in connection with the Option exerciseOptionee.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Incentive Stock Option Grant Agreement (Hallmark Financial Services Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation:
(A) the Purchase Agreement, if Optionee is exercising the Option to purchase Unvested Shares (as defined in the Purchase Agreement); or
(B) if Optionee is exercising the Option to purchase vested Option Shares, a written notice setting forth of exercise in substantially the form of Exhibit I to this Agreement in which there is specified the number of Option Shares for which are to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company full payment in cash or check made payable to the Optionee;Corporation; or
(B) if approved in shares of Common Stock held by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon which Optionee shall concurrently provide irrevocable written instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise of an Option, and provided that a public market price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Optionee Corporation by reason of such purchase and a broker-dealer that is a member of (b) to the Financial Industry Regulatory Authority (FINRA Dealer) whereby Corporation to deliver the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay certificates for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Companysale transaction; or
(D) by any combination delivery of Optionee's full-recourse promissory note in accordance with the foregoingterms set forth in Paragraph 15.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver option. Except to the Company such written representations as may be requested by extent the Company sale and remittance procedure is utilized in order for it to comply connection with the applicable requirements exercise of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for option, payment of the satisfaction of all federal, state and local income and employment tax withholding requirements applicable Exercise Price must accompany the Purchase Agreement delivered to the Option exerciseCorporation.
(b) As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any the other person or persons exercising this Optionoption) a certificate for or certificates representing the shares purchased Option Sharesunder this Agreement, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Cuc International Inc /De/)
Manner of Exercising Option. (a) In order to exercise this Option with respect to option for all or any part of the Option Shares for which this Option is at the time exercisableShares, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's beneficiary, executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to : The Secretary of the Company a Corporation shall be provided with written notice setting forth of the option exercise (the "Exercise Notice"), in substantially the form of Exhibit I attached hereto, in which there is specified the number of Option Shares for which are to be purchased under the Option is exercised.
(ii) Pay the exercised option. The aggregate Exercise Price for the purchased shares shall be paid in one of the following alternative forms: - full payment in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company check made payable to the Optionee;
(B) if approved Corporation's order; or - full payment in shares of Common Stock held by Optionee for the Committee, by surrender requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or - full payment in a combination of shares that either: (1) have been owned by of Common Stock held for the Optionee requisite period necessary to avoid a change to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from Exercise Date and cash or check made payable to the Company by use of a promissory note, such note has been fully paid with respect to such shares)Corporation's order; or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. - full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide irrevocable written instructions (A) to a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority vested shares purchased under the option and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for those shares and (FINRA DealerB) whereby to the Optionee irrevocably elects Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Appropriate documentation evidencing the right to exercise this option shall be furnished the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that Corporation if the person or persons exercising the Option (if option is other than Optionee) have . For purposes of Subparagraph 7.A above and for all other valuation purposes under this Agreement, the right Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions: - If the Common Stock is not at the time listed or admitted to exercise this Option.
trading on any national securities exchange but is traded on the Nasdaq National Market, the Fair Market Value shall be the closing selling price per share on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no reported closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of Fair Market Value. - If the Common Stock is at the time listed or admitted to trading on any nationalany national securities exchange, then the Fair Market Value shall be the closing selling price per share on the date in question on the exchange serving as the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists. - For purposes of option grants made on the date of execution of the agreement between the Corporation and the underwriter or underwriters managing the initial public offering of the Common Stock (v) Execute and deliver "Underwriting Agreement"), the Fair Market Value shall be deemed to be equal to the Company such written representations as may price per share at which the Commonthe Common Stock is sold in the initial public offering pursuant to the Underwriting Agreement. The Exercise Date shall be requested by the Company date on which the Exercise Notice is delivered to the Secretary of the Corporation. Except to the extent the sale and remittance procedure specified above isutilizedis utilized in order for it to comply connection with the applicable requirements exercise of federal and state securities laws.
(vi) Make appropriate arrangements with the Company option, payment of the Exercise Price for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) purchased shares must accompany such notice. As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto.
(c) . In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option with respect to option for all or any part of the Option Shares for which this Option is at the time exercisableShares, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Either provide the Company a Stock Administrator of the Corporation (or his/her designee) with written notice setting forth of the exercise in which there is specified the number of Option Shares for which the Option option is exercisedbeing exercised or initiate the exercise through the interactive response system established with a Corporation-designated brokerage firm.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company 1. full payment in cash or check drawn to the Optionee;Corporation's order; or
(B) if approved by the Committee, by surrender 2. full payment in shares of shares that either: (1) have been owned Common Stock held by the Optionee for more than six (6) months the requisite period necessary to avoid a charge to the Corporation's reported earnings for financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning Exercise Date; or
3. full payment through a combination of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's reported earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date and cash or check, equal in the public marketaggregate to the Option Price; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 4. payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which the Optionee shall provide irrevocable instructions to (I) a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the Option Shares so purchased sale proceeds available on the settlement date, an amount equal to pay the aggregate option price payable for the Exercise Price, purchased shares plus all applicable Federal and whereby State income and employment taxes required to be withheld by the FINRA Dealer irrevocably commits upon receipt Corporation by reason of such Shares purchase and (II) the Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingbrokerage firm.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. For purposes of subparagraph A above and for all other valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(vii) Execute and deliver to If the Company Common Stock is at the time listed on either the New York Stock Exchange or the American Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on such written representations exchange, as may such price is officially quoted in the composite tape of transactions on that exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be requested by the Company in order closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements C. The Exercise Date shall be the first date on which there is compliance with all the Company for the satisfaction terms and conditions of all federal, state subparagraphs A and local income and employment tax withholding requirements B above applicable to the Option such exercise.
(b) D. As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate or certificates representing the Option Shares purchased and paid for the purchased Option Shares, with the appropriate legends affixed theretoin accordance herewith.
(c) E. In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Samples: Non Employee Director Stock Option Agreement (Komag Inc /De/)
Manner of Exercising Option. (a) a. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i1) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii2) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(Aa) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(Bb) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, Plan Administrator in accordance with Paragraph 13;
(c) shares of Common Stock held by surrender of shares that either: Optionee (1or any other person or persons exercising the option) have been owned by for the Optionee requisite period necessary to avoid a charge to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
(Cd) with respect only to purchases upon exercise the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of an Optionthe purchased shares and remit to the Corporation, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Optionee Corporation by reason of such exercise and a broker-dealer that is a member of (II) to the Financial Industry Regulatory Authority (FINRA Dealer) whereby Corporation to deliver the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay certificates for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
iisale transaction. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased Except to the FINRA Dealer extent the sale and remittance procedure is utilized in a margin account as security for a loan from connection with the FINRA Dealer in the amount of the Exercise Priceoption exercise, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iv3) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi4) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) b. As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) c. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Advanced Tissue Sciences Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise (in the number of form attached to this Agreement) for the Option Shares for which the Option option is exercised., which Notice may require the Optionee to certify in a manner acceptable to the Corporation that Optionee is in compliance with the terms and conditions of the Plan and this Agreement; and
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) Cash, by cancellation of indebtedness of the Company wire transfer or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by Plan Administrator in accordance with the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; orPlan;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by any combination to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (I) to a Corporation-approved brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiII) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiii) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir or persons exercising beneficiary, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Secretary of the Company a with written notice setting forth of such exercise, specifying the number of Option Shares for with respect to which the Option option is being exercised.,
(ii) Pay pay the aggregate Exercise Price for the purchased shares in cash or Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation check payable to the Company’s order; (B) full payment in shares of indebtedness Common Stock of the Company held for at least six months and valued at fair market value on the exercise date; (C) full payment in combination of shares of Common Stock of the Company held for at least six months and valued at fair market value on the exercise date and cash or check payable to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares)Company’s order; or (2D) were obtained by to the Optionee in extent the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through Committee expressly authorizes payment effected as a “same day salecashless exercise” commitment from the Optionee and through a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company; or
ii. through a “margin” commitment from , out of the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased sale proceeds, an amount equal to the FINRA Dealer in a margin account as security aggregate Exercise Price payable for a loan from the FINRA Dealer in purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt Company by reason of such Shares purchase and (II) will provide written directives to forward the Exercise Price Company to deliver the certificates for the purchased shares directly to the Company; or
(D) by any combination of the foregoing.such broker-dealer, and
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional sharesshare.
(c) You hereby agree to make appropriate arrangements with the Company or subsidiary thereof by which you are employed or retained for the satisfaction of all Federal, State or local income tax withholding requirements and Federal social security employee tax requirements applicable to the exercise of this option.
(d) Notwithstanding anything in this Agreement to the contrary, in the event of your death within ninety (90) days before the Expiration Date, if your estate or designated beneficiary does not exercise your vested options, then, provided the exercise price of your vested options is less than the then fair market value of the Common Stock on the first business day immediately preceding the Expiration Date, then your estate or designated beneficiary will be deemed to have exercised the vested options on such date and given permission to the Company to effectuate a “cashless exercise” through a broker-dealer sale procedure pursuant to which a broker selected by the Company will be provided irrevocable written instructions to effect the immediate sale of all of the shares underlying these options and remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such purchase. The remaining sales proceeds will be transferred to your estate or beneficiary, as applicable.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise (see attached form) for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Corporation (includes cash paid from Optionee's brokerage pursuant to a presale of shares in a so-called "cashless" exercise);
(B) if approved shares of Common Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1option) have been owned by for the Optionee requisite period necessary to avoid a charge to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon exercise which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a brokerage firm to effect the immediate sale of an Optionthe purchased shares and remit to the Corporation, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable income and employment taxes required to be withheld by the Optionee Corporation by reason of such exercise and a broker-dealer that is a member of (ii) to the Financial Industry Regulatory Authority (FINRA Dealer) whereby Corporation to deliver the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay certificates for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
iisale. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased Except to the FINRA Dealer extent the sale and remittance procedure is utilized in a margin account as security for a loan from connection with the FINRA Dealer in the amount of the Exercise Priceoption exercise, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise. Payment forms (B) and (C) above shall be accepted solely at the option of the Plan Administrator.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local applicable income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Ligand Pharmaceuticals Inc)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows:
(i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or
(ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the sale transaction.
C. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(b) D. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) E. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Employment Agreement (Combichem Inc)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee’s death, Optionee’s executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number “Purchase Agreement”) in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation 1. full payment in cash or check; or
2. any other form which the Plan Administrator may, in its discretion, approve at the time of indebtedness exercise in accordance with the provisions of the Company to the Optionee;paragraph 15 of this Agreement.
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned Should the Corporation’s outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) at the time the option is exercised, then the Option Price may also be paid as follows:
3. in shares of Common Stock held by the Optionee for more than six the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value (6as defined below) months and have been paid for within on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
4. to the extent exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which
(C1) with respect only Authorization of a loan or installment payment method under such provisions may, under currently proposed Treasury Regulations, result in the loss of incentive stock option treatment under the Federal tax laws.
5. Optionee is to purchases upon exercise provide irrevocable written instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of an Optionthe purchased shares and remit to the Corporation, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Optionee Corporation by reason of such purchase and a broker-dealer that is a member of (b) to the Financial Industry Regulatory Authority (FINRA Dealer) whereby Corporation to deliver the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay certificates for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to effect the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption. Except to the extent the sale and remittance procedure is utilized in connection with the exercise of the option, payment of the Option Price must accompany the Purchase Agreement delivered to the Corporation.
B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the Fair Market Value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the Nasdaq National Market System, the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as the price is reported by the National Association of Securities Dealers through the Nasdaq National Market System or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may Fair Market Value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no closing selling price for it to comply with the applicable requirements of federal and state securities lawsCommon Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock is at the satisfaction of all federal, state and local income and employment tax withholding requirements applicable time neither listed nor admitted to trading on any stock exchange nor traded on the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.Nasdaq National Market System,
Appears in 1 contract
Samples: Stock Option Agreement (Tellabs Inc)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption. B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the Nasdaq National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its Nasdaq system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction of all federaltime is neither listed nor admitted to trading on any stock exchange nor traded in the over-the- counter market, state or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and local income and employment tax withholding requirements applicable to (ii) above does not accurately reflect the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf fair market value of the Optionee (or any other person or persons exercising this Option) a certificate for Common Stock, then such fair market value shall be determined by the purchased Option Shares, with Plan Administrator after taking into account such factors as the appropriate legends affixed theretoPlan Administrator shall deem appropriate.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rhythms Net Connections Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Chief Financial Officer of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares for which to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in through one or more of the following forms:
alternatives: - full payment in cash or by check payable to the Corporation; - full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (Aas such terms are defined below); - full payment in a combination of shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's reported earnings and valued at Fair Market Value on the Exercise Date and cash or check payable to the Corporation's order; or - full payment effected through a sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable written instructions (I) by cancellation of indebtedness to a designated brokerage firm to effect the immediate sale of the Company purchased shares and remit to the Optionee;
Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal, State and local income taxes and employment taxes required to be withheld in connection with such purchase and (BII) if approved by to the Committee, by surrender of Corporation to deliver the certificates for the purchased shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect directly to such shares)brokerage firm in order to complete the sale transaction; or (2) were obtained by - any other form which the Optionee Committee may, in its discretion, approve at the public market; or
(C) time of exercise in accordance with respect only to purchases upon exercise the provisions of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.Paragraph 14.(1)
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(vb) Execute and deliver For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Company Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares must accompany such written representations Exercise Notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) and (ii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the Nasdaq National Market System, the Fair Market Value shall be the closing selling price per share of Common Stock on the trading day preceding the date in question, as may be requested such price is reported by the Company National Association of Securities Dealers through the Nasdaq National Market System or any successor system. If there is no closing selling price for the Common Stock on such date, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. -------------------- (1) Authorization of a loan under such provisions may, under currently proposed Treasury Regulations, result in order for it to comply with the applicable requirements loss of federal and state securities incentive stock option treatment under the Federal tax laws.
(viii) Make appropriate arrangements with If the Company Common Stock is on the date in question listed or admitted to trading on any national stock exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the trading day preceding the date in question on the stock exchange determined by the Committee to be the primary market for the satisfaction Common Stock, as such price is officially quoted in the composite tape of all federaltransactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, state and local income and employment tax withholding requirements applicable to then the Option exerciseFair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(bc) As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto.
(cd) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Insurance Auto Auctions Inc /Ca)
Manner of Exercising Option. (a) In order to exercise this the Option with respect to all or any part of the Option Shares shares of Stock for which this the Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth Notice of Exercise (“Notice”) (in the number form attached to this Agreement) for the shares of Option Shares Stock for which the Option is exercised., which Notice may require the Optionee to certify in a manner acceptable to the Company that Optionee is in compliance with the terms and conditions of the Plan and this Agreement; and
(ii) Pay the aggregate Option Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash, wire transfer or check made payable to the OptioneeCompany;
(B) if approved in shares of Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1Option) have been owned by the Optionee for more than at least six (6) months and have been paid for within valued at Fair Market Value on the meaning date of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketexercise; or
(C) with respect only if permissible under applicable law at the time of exercise and to purchases upon exercise the extent allowed by the Company, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable instructions (I) to the approved brokerage firms to effect the immediate sale of an Optionthe purchased shares and remit to the Company, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld by the Optionee Company by reason of such exercise and a broker-dealer that (II) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sales transaction. Except to the extent the sale and remittance procedure is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise utilized in connection with the Option and to sell a portion exercise, payment of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice Notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to . In the Company appropriate documentation that event the Option is exercised by any person or persons exercising the Option (if other than the Optionee) have , the Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this the Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiii) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Datedate of exercise, subject to Section 10, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this the Option) a certificate for the purchased Option Sharesshares of Stock, with the appropriate legends legends, if any, affixed thereto.
(c) In no event may this the Option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of Board or a promissory note, such note has been fully paid committee thereof in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 14;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiii) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Non Statutory Stock Option Agreement (Rubios Restaurants Inc)
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares shares of Stock for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth Notice of Exercise ("Notice") (in the number form attached to this Agreement) for the shares of Option Shares Stock for which the Option is exercised., which Notice may require the Optionee to certify in a manner acceptable to the Company that Optionee is in compliance with the terms and conditions of the Plan and this Agreement; and
(ii) Pay the aggregate Option Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash, wire transfer or check made payable to the OptioneeCompany;
(B) if approved in shares of Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1Option) have been owned by the Optionee for more than at least six (6) months and have been paid for within valued at Fair Market Value on the meaning date of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketexercise; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon exercise which Optionee shall concurrently provide irrevocable instructions (I) to the approved brokerage firms to effect the immediate sale of an Optionthe purchased shares and remit to the Company, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld by the Optionee Company by reason of such exercise and a broker-dealer that (II) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sales transaction. Except to the extent the sale and remittance procedure is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise utilized in connection with the Option and to sell a portion exercise, payment of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice Notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to . In the Company appropriate documentation that the event this Option is exercised by any person or persons exercising the Option (if other than the Optionee) have , the Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this the Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiii) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Datedate of exercise, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Sharesshares of Stock, with the appropriate legends legends, if any, affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the Optionee;Corporation; or
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 14;
(C) with respect only to purchases upon exercise in shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiII) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(viv) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal Federal and state securities laws.
(viv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Secretary of the Company a written notice setting forth stock purchase agreement in substantially the number form of Option Shares for which Exhibit "B" to this Agreement (the Option is exercised."Purchase Agreement");
(ii) Pay the aggregate Exercise Price option price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company to the Optionee;full payment, in cash or cash equivalents; or
(B) if approved by the Committee, by surrender full payment in shares of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning Common Stock of SEC Rule 144 (and, if such shares were purchased from the Company by use of having a promissory note, Fair Market Value on the Exercise Date (as such note has been fully paid with respect terms are defined below) in an amount equal to such shares); or (2) were obtained by the Optionee in the public marketoption price; or
(C) with respect only to purchases upon exercise full payment in a combination of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member shares of Common Stock of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for Company valued at Fair Market Value on the Exercise PriceDate and cash or cash equivalents, and whereby equal in the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly aggregate to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Companyoption price; or
(D) by any combination other form which the Plan Administrator (as that term is defined in the Plan) may, in its discretion, approve at the time of exercise, in accordance with the foregoing.provisions of paragraph 15 of this Agreement; and
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon For purposes of Paragraph 9 (a) above, the Fair Market Value of a share of Common Stock shall be determined in accordance with subparagraphs (i) through (iii) below, and the Exercise Date shall be the first date on which there shall have been delivered to the Company both (I) the executed Purchase Agreement and (II) the payment of the option price for the purchased shares.
(i) If the Common Stock is not on the Exercise Date listed or admitted to trading on any stock exchange, but is traded in the over-the-counter market, the Fair Market Value shall be the mean between the highest bid and lowest asked prices (or if such information is available, the closing selling price) of one share of Common Stock on the Exercise Date in the over-the-counter market, as practical after such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the Exercise Date, then the mean between the highest bid and lowest asked prices (or closing selling price) on the last preceding date for which such quotations exist shall be determinative of Fair Market Value.
(ii) If the Common Stock is on the Exercise Date listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the closing selling price of one share of Common Stock on the Exercise Date on the stock exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the Exercise Date, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Stock is on the Exercise Date neither listed or admitted to trading on any stock exchange nor traded in the over-the-counter market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate, including one or more independent professional appraisals.
(c) This option shall be deemed to have been exercised with respect to the number of Optioned Shares specified in the Purchase Agreement at such time as the executed Purchase Agreement for such shares shall have been delivered to the Company. Payment of the option price shall immediately become due and shall accompany the Purchase Agreement. As soon thereafter as practical, the Company shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(cd) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this the Option with respect to all or any part of the Option Shares for which this the Option is at the time exercisable, the Optionee (or, in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or any other person or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number of Option Shares for which "Purchase Agreement") in the Option is exercised.form in use by the Corporation at such time;
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Option Shares in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company full payment in cash or check made payable to the Optionee;Corporation or
(B) if approved by any other form that the CommitteePlan Administrator may, by surrender in its discretion, approve in accordance with the provisions of shares that either: (1Section 16 hereof. Should the outstanding Common Stock be registered under Section 12(b) have been owned by or 12(g) of the Optionee for more than six (6) months and have been Exchange Act at the time the Option is exercised, then the Exercise Price may also be paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; oras follows:
(C) with respect only to purchases upon exercise in shares of an Option, and provided that a public market Common Stock held by Optionee for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; Date or
(D) by any combination to the extent the Option is exercised for fully vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable written instructions (1) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such purchase and (2) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction; and
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (if other than Optionee) have has the right to exercise this the Option.
(v) Execute and deliver . Except to the Company such written representations as may be requested by extent the Company sale and remittance procedure is utilized in order for it to comply connection with the applicable requirements exercise of federal and state securities laws.
(vi) Make appropriate arrangements with the Company Option for fully vested Option Shares, payment of the satisfaction of all federal, state and local income and employment tax withholding requirements applicable Exercise Price must accompany the Purchase Agreement delivered to the Option exerciseCorporation.
(b) As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any the other person or persons exercising this the Option) a certificate for or certificates representing the Option Shares purchased Option Shares, under this Agreement with the appropriate legends affixed thereto.
(c) In no event may this the Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (New Ico Global Communications Holdings LTD)
Manner of Exercising Option. (a) In order to exercise this Option with respect to option for any or all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the xtent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiii) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Encad Inc)
Manner of Exercising Option. 1. To the extent exercisable under the Grant Notice and this Agreement, this Option may be exercised before the Expiration Date set forth in the Grant Notice (aor earlier termination of this Option) In order by delivering written notice in such form and to such person as the Corporation specifies. The exercise date will be the date that this notice is delivered ("Exercise Date"). The Option holder must furnish such documentation as the Corporation may request to verify that such person has the right to exercise this Option. The holder of this Option will not have any stockholder rights with respect to all or any part of the Option Shares for which this Option is at until such person has exercised the time exercisableOption, paid the Exercise Price and become a holder of record of the purchased shares.
2. Upon exercise, the Optionee (or any other person or persons exercising must pay the Option) must take the following actions:
(i) Execute and deliver full Exercise Price to the Company a written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Corporation in one or more of the following forms:
(A) by cancellation : cash, shares of indebtedness Common Stock of the Company Corporation held by the Option holder for the requisite period to avoid a charge to the Optionee;
(B) if Corporation's earnings and valued as of the Exercise Date, or delivery in a manner approved by the Committee, by surrender Corporation of shares that either: (1) have been owned by irrevocable instructions to a broker to promptly deliver to the Optionee for more than six (6) months and have been paid for within Corporation the meaning amount of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); sale or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased loan proceeds to pay for the Exercise Price. In order to assist in the acquisition of shares of Common Stock pursuant to this Agreement, and whereby the FINRA Dealer irrevocably commits upon receipt Committee may (but is not required to) authorize the extension of such Shares a loan to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment Optionee from the Corporation, the payment by Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany in installments, or a guarantee by the written notice delivered to the Company in connection with the Option exerciseCorporation of a loan obtained by Optionee from a third party.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise 3. For purposes of this Option.
(v) Execute , Fair Market Value of a share of Common Stock on any date will be determined under the terms of the Plan, which, as long as the Common Stock is traded on the NASDAQ system and deliver to the Company such written representations Committee administering the Plan does not determine otherwise, will be the average of the high and low price of one share of Common Stock during NASDAQ's regular trading session, as may be requested determined by the Company in order for Committee using such publicly available sources as it to comply with the applicable requirements of federal and state securities lawsmay specify.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Chiron Corp)
Manner of Exercising Option. (a) In order to exercise Unless this Option with respect to all or any part of Agreement shall --------------------------- have previously terminated, the Option Shares for which this Option is at may be exercised by the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver Optionee's delivery to the Company a Optionor of written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects 's election to exercise the Option and to sell ("Exercise Notice") together with a portion written valuation of the Station as provided in Section 1.4 hereof, if any. The Exercise Notice shall state that ----------- the Option Shares so purchased is exercised without condition or qualification other than (i) the receipt by Optionee of updated schedules to pay the Asset Purchase Agreement reasonably satisfactory to Optionee, (ii) the receipt of any required approval of the FCC for the Exercise Priceassignment of the Station's FCC licenses, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federalconditions set forth in the Asset Purchase Agreement. Within five (5) business days following receipt by the Optionor of the Exercise Notice, state and local income and employment tax withholding requirements applicable Optionor shall deliver updated schedules to the Option exercise.
Asset Purchase Agreement to Optionee, and Optionee shall have five (b5) As soon as practical business days thereafter to review such schedules. In the event the updated schedules disclose information that Optionee reasonably determines would have a material adverse effect on the Station after the Exercise Date, the Company shall issue to or on behalf Optionee's acquisition of the Station, Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, may elect not to proceed with the appropriate legends affixed theretopurchase; provided however, that Optionee's election not to proceed may be made only after Optionor has been given a reasonable period of time to remedy or cure the matters at issue and such matters cannot be remedied or cured to the reasonable satisfaction of Optionee. If Optionee elects to proceed with the purchase, Optionor and Optionee shall execute the Asset Purchase Agreement and diligently proceed pursuant to the provisions contained therein.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth of exercise in substantially the form of Exhibit I attached hereto in which there is specified the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(Aa) by cancellation of indebtedness of the Company Cash or check made payable to the OptioneeCorporation's order;
(Bb) if approved Shares of Common Stock held by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(Cc) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and Through a broker-dealer that is sale and remittance procedure pursuant to which the Optionee shall provide irrevocable instructions (I) to a member designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Price, purchased shares plus all applicable federal and whereby state income and employment taxes required to be withheld by the FINRA Dealer irrevocably commits upon receipt of Corporation in connection with such Shares purchase and (II) to forward the Exercise Price Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Companysale transaction; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver B. For purposes of this Agreement the Exercise Date shall be the date on which the Exercise Notice shall have been delivered to the Company such written representations as Corporation. Except to the extent the sale and remittance procedure specified in subparagraph (ii)(c) of paragraph A above may be requested by utilized to exercise this option, payment of the Company Option Price for the purchased shares must accompany such notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock on the date in order question on the American Stock Exchange. If there is no closing selling price on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for it to comply with which such quotation exists on the applicable requirements of federal and state securities lawsAmerican Stock Exchange.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate or certificates representing the Option Shares purchased and paid for the purchased Option Shares, with the appropriate legends affixed theretoin accordance herewith.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Non Employee Director Option Agreement (Insite Vision Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Companyrequisite period necessary to avoid a charge to the Corporation’s stock exists:
i. through a “same day sale” commitment from the Optionee earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiII) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Tellabs Inc)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercised.
Grant Notice; (ii) Pay pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months Plan; and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered furnish to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows:
(i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or
(ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the sale transaction.
C. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(b) D. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto, in accordance with the terms of the Stock Purchase Agreement.
(c) E. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Discovery Partners International Inc)
Manner of Exercising Option. (a) In order To exercise an Option, the Option Holder shall deliver written notice to exercise this Option with respect to all or any part the Company specifying the number of the Option Shares for which this the Option is exercised. The purchase of such Option Shares shall take place at the principal offices of the Company within thirty (30) days following delivery of such notice, at which time exercisablethe Option Price of the Shares shall be paid in full by one or any combination of the methods set forth below and the other conditions to exercise set forth in Section 8(b) shall be satisfied or otherwise waived by the Company.
(b) To exercise the Option, the Optionee Option Holder (or any other person or persons exercising the Option) must take the following actionsmust:
(i) Execute and deliver to the Company a written notice setting forth the number of Option Shares for which Purchase Agreement and, unless the Option is exercisedBoard determines otherwise, the Stockholder Agreement.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or Option Shares in one or more of the following forms:forms (or by any other method approved by the Committee upon the request of the Option Holder):
(A) in cash or by cancellation wire transfer of indebtedness of the Company to the Optioneeimmediately available funds;
(B) by certified check, cashier’s check, or other check acceptable to the Company, payable to the order of the Company;
(C) if approved expressly permitted by a resolution of the Committee applicable to this Option at the time of exercise (whether such resolution is applicable solely to this Option or is generally applicable to some or all Options outstanding under the Plan), to the extent such Option Price is in excess of the par value of those Shares, by delivering a full-recourse promissory note bearing interest at a market rate and secured by those Option Shares, and the payment schedule in effect for any such promissory note shall be established by the CommitteeCommittee in its sole discretion;
(D) if expressly permitted by a resolution of the Committee applicable to this Option at the time of exercise (whether such resolution is applicable solely to this Option or is generally applicable to some or all Options outstanding under the Plan), by surrender delivery to the Company of shares that either: (1) have been certificates representing the number of Shares then owned by the Optionee Option Holder, the Fair Market Value of which equals the purchase price of the Shares purchased pursuant to the Option, properly endorsed for more than six (6) months and transfer to the Company; provided however, that the Option may not be exercised by delivery to the Company of certificates representing Shares, unless such Shares have been paid held by the Option Holder for within such period of time as the meaning of SEC Rule 144 (andCommittee determines, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesany); or (2) were obtained by for purposes hereof, the Optionee Fair Market Value of any Shares delivered in payment of the public marketpurchase price upon exercise of the Option shall be the Fair Market Value as of the Exercise Date; or
(CE) with respect only by delivery to purchases upon exercise the Company of an Option, and provided that a public market for irrevocable instructions directing the Company’s stock exists:
i. through a “same day sale” commitment Company to withhold from the Optionee and purchased Shares a broker-dealer that is number of Shares having a member Fair Market Value as of the Financial Industry Regulatory Authority (FINRA Dealer) whereby exercise date equal to the Optionee irrevocably elects to exercise the aggregate Option and to sell a portion Price of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingShares.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than OptioneeOption Holder) have the right to exercise this the Option.
(viv) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state applicable securities laws.
(viv) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(bc) As soon as practical after the Exercise Date, the Company shall issue to a properly executed certificate or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for certificates representing the purchased Option Shares, with Shares shall be delivered to or at the appropriate legends affixed theretodirection of the Option Holder.
(cd) In no event may this the Option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part Notwithstanding the procedures of Section 9(a) of the Option Shares for which this Option is at Plan, all of the time exercisable, the following actions are required by Optionee (or any other person or persons exercising the Option) must take to purchase any or all of the following actionsShares for which this Option is exercisable:
(i) Execute and deliver to the Company a written notice setting forth Stock Repurchase Agreement in the number of Option form attached hereto as Exhibit A (the “Stock Repurchase Agreement”) for the Shares for which the Option option is exercised.; and
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more accordance with Section 8(b) of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (Plan; and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment If Optionee is not currently a party to the Stockholders’ Agreement by and among the Company and all stockholders of the Exercise Price must accompany Company, which Stockholders’ Agreement restricts the written notice delivered transfer of such Shares, execute and deliver to the Company the Addendum Agreement to the Stockholders’ Agreement, in connection with substantially the Option exercise.form of Exhibit B attached hereto; and
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.; and
(viv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after Optionee purchases any of the Exercise DateShares, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Shares are unvested or subject to the certain repurchase right provided by Section 5 of this Option, the certificates for those Shares shall be endorsed with an appropriate legend evidencing the Company’s repurchase rights under the Stock Repurchase Agreement and may be held in escrow with the Company until such shares vest.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Sun BioPharma, Inc.)
Manner of Exercising Option. (a) A. In order to exercise this Option with respect to option for all or any part of the Option Shares for which this Option is at the time exercisableShares, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Either provide the Company a Stock Administrator of the Corporation (or his/her designee) with written notice setting forth of the exercise in which there is specified the number of Option Shares for which the Option option is exercisedbeing exercised or initiate the exercise through the interactive response system established with a Corporation-designated brokerage firm.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company 1. full payment in cash or check drawn to the Optionee;Corporation's order; or
(B) if approved by the Committee, by surrender 2. full payment in shares of shares that either: (1) have been owned Common Stock held by the Optionee for more than six (6) months the requisite period necessary to avoid a charge to the Corporation's reported earnings for financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning Exercise Date; or
3. full payment through a combination of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained Common Stock held by the Optionee in for the public marketrequisite period necessary to avoid a charge to the Corporation's reported earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date and cash or check, equal to the aggregate of the Option Price; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 4. payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which the Optionee shall provide irrevocable instructions to (I) a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the Option Shares so purchased sale proceeds available on the settlement date, an amount equal to pay the aggregate option price payable for the Exercise Price, purchased shares plus all applicable Federal and whereby State income and employment taxes required to be withheld by the FINRA Dealer irrevocably commits upon receipt Corporation by reason of such Shares purchase and (II) the Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingbrokerage firm.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. For purposes of subparagraph A above and for all other valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(vii) Execute and deliver to If the Company Common Stock is at the time listed on either the New York Stock Exchange or the American Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on such written representations exchange, as may such price is officially quoted in the composite tape of transactions on that exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be requested by the Company in order closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements C. The Exercise Date shall be the first date on which there is compliance with all the Company for the satisfaction terms and conditions of all federal, state subparagraphs A and local income and employment tax withholding requirements B above applicable to the Option such exercise.
(b) D. As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate or certificates representing the Option Shares purchased and paid for the purchased Option Shares, with the appropriate legends affixed theretoin accordance herewith.
(c) E. In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Samples: Non Employee Director Stock Option Agreement (Komag Inc /De/)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Chief Financial Officer of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares for which to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in through one or more of the following forms:
alternatives: - full payment in cash or by check payable to the Corporation; - full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (Aas such terms are defined below); - full payment in a combination of shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's reported earnings and valued at Fair Market Value on the Exercise Date and cash or check payable to the Corporation's order; or - full payment effected through a sale and remittance procedure pursuant to which Optionee shall concurrently provide irrevocable written instructions (I) by cancellation of indebtedness to a designated brokerage firm to effect the immediate sale of the Company purchased shares and remit to the Optionee;
(B) if approved by Corporation, out of the Committeesale proceeds available on the settlement date, by surrender of shares that either: (1) have been owned by sufficient funds to cover the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market aggregate Option Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee purchased shares plus all applicable Federal, State and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects local income taxes and employment taxes required to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company be withheld in connection with the Option exercise.
such purchase and (ivII) Furnish to the Company appropriate documentation that Corporation to deliver the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate certificates for the purchased Option Shares, with shares directly to such brokerage firm in order to complete the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.sale transaction; or
Appears in 1 contract
Samples: Stock Option Agreement (Insurance Auto Auctions Inc /Ca)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option is at the time exercisableOptioned Shares, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir, legatee or persons exercising transferee as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Secretary of the Company a with written notice setting forth of such exercise, specifying the number of Option Optioned Shares for with respect to which the Option option is being exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Optioned Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation of indebtedness check payable to the Company's order; (B) full payment in Common Shares of the Company to valued at fair market value on the Optionee;
exercise date (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(C) with respect only full payment in combination of Common Shares of the Company valued at fair market value on the exercise date and cash or check payable to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 's order; (D) payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such purchase and (II) will provide written directives to the Company to deliver the certificates for the purchased shares directly to such broker-dealer; or
ii, to the extent the Plan Administrator specifically authorizes such method of payment at the time of exercise, (E) payment by a full-recourse promissory note. through a “margin” commitment Any such promissory note authorized by the Plan Administrator will be substantially in the form approved by the Plan Administrator, will bear interest at the minimum per annum rate necessary to avoid the imputation of interest income to the Company and compensation income to you under the Federal tax laws and will become due in full (in one or more consecutive annual installments measured from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount execution date of the Exercise Pricenote) not later than the Expiration Date of this option. Payment of the note will be secured by the pledge of the purchased shares, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward pledged shares will be released only as the Exercise Price directly to the Company; or
(D) by any combination of the foregoingnote is paid.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateFor purposes of Subsection 7(a) hereof, the Company shall issue fair market value per Common Share on any relevant date will be determined in accordance with Subsections (i) through (iii) below, and the exercise date will be the date on which you exercise this option in compliance with the provisions of Subsection 7(a).
(i) If the Common Shares are not listed or admitted to or trading on behalf any stock exchange on the date in question, but is traded in the over-the-counter market, the fair market value will be the closing selling price per share of such shares on such date, as such price is reported by the National Association of Securities Dealers through its Nasdaq National Market. If there is no reported closing selling price of the Optionee shares on the date in question then the closing selling price on the last preceding date for which such quotation exists will be determinative of fair market value.
(ii) If the Common Shares are listed or admitted to trading on any other person stock exchange on the date in question, the fair market value will be the closing selling price per share of such shares on such date on the stock exchange determined by the Plan Administrator to be the primary market for such shares, as such price is officially quoted on such exchange. If there is no reported closing selling price of such shares on such exchange on the date in question, the fair market value will be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Shares are neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market on the date in question or persons exercising this Optionif the Plan Administrator determines that the quotations under Subsections (i) a certificate for or (ii) above do not accurately reflect the purchased Option Sharesfair market value of such shares, with the appropriate legends affixed theretofair market value will be determined by the Plan Administrator after taking into account such factors as the Plan Administrator may deem appropriate, including one or more independent professional appraisals.
(c) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares shares of Stock for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth Notice of Exercise (“Notice”) (in the number form attached to this Agreement) for the shares of Option Shares Stock for which the Option is exercised., which Notice may require the Optionee to certify in a manner acceptable to the Company that Optionee is in compliance with the terms and conditions of the Plan and this Agreement; and
(ii) Pay the aggregate Option Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash, wire transfer or check made payable to the OptioneeCompany;
(B) if approved in shares of Stock held by Optionee (or any other person or persons exercise the Committee, by surrender of shares that either: (1Option) have been owned by the Optionee for more than at least six (6) months and have been paid for within valued at Fair Market Value on the meaning date of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketexercise; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon exercise which Optionee shall concurrently provide irrevocable instructions (I) to the approved brokerage firms to effect the immediate sale of an Optionthe purchased shares and remit to the Company, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld by the Optionee Company by reason of such exercise and a broker-dealer that (II) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sales transaction. Except to the extent the sale and remittance procedure is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise utilized in connection with the Option and to sell a portion exercise, payment of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice Notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to . In the Company appropriate documentation that the event this Option is exercised by any person or persons exercising the Option (if other than the Optionee) have , the Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this the Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiii) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Datedate of exercise, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Sharesshares of Stock, with the appropriate legends legends, if any, affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender Compensation Committee of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning Board of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Directors in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable written instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiII) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Discovery Laboratories Inc)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee’s death, Optionee’s executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Corporate Secretary of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the “Exercise Notice”) in which there is specified the number of Option Shares for which are to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in through one or more of the following forms:
(A) alternatives: - full payment in cash or by cancellation of indebtedness of the Company check payable to the Optionee;
Corporation’s order; - full payment in shares of Common Stock valued at Fair Market Value on the Exercise Date (Bas such terms are defined below) if approved by and held for any required period necessary to avoid a charge to the CommitteeCorporation’s earnings for financial reporting purposes, by surrender - full payment in a combination of shares that either: of Common Stock valued at Fair Market Value on the Exercise Date (1as such term is defined below) have been owned by and held for any required period necessary to avoid a charge to the Optionee for more than six (6) months Corporation’s reported earnings and have been paid for within cash or check payable to the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares)Corporation’s order; or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. - full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide irrevocable instructions to (I) a member brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in compliance with the Corporation’s pre-notification/pre-clearance policies) to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Pricepurchased shares plus all applicable Federal, State and whereby local income taxes and employment taxes required to be withheld in connection with such purchase and (II) to the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm on the Company; or
ii. through a “margin” commitment from settlement date in order to complete the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Company Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares must accompany such written representations Exercise Notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock on the date in question, as may be requested such price is reported by the Company National Association of Securities Dealers on the Nasdaq Global Select Market. If there is no such reported price on the date in order question, then the Fair Market Value shall be the closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this Optionoption in accordance herewith) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed theretoshares.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Grant Agreement (Ultratech Inc)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to any or all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Corporate Secretary of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares for which to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in through one or more of the following forms:
(A) alternatives: - full payment in cash or by cancellation of indebtedness of the Company check payable to the Optionee;
Corporation; - full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterm is defined below); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. - full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide irrevocable instructions to (I) a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Pricepurchased shares plus all applicable Federal, State and whereby local income taxes and employment taxes required to be withheld in connection with such purchase and (II) to the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Company Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares must accompany such written representations Exercise Notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock on the date in question, as may be requested such price is reported by the Company National Association of Securities Dealers on the Nasdaq National Market. If there is no such reported price on the date in order question, then the Fair Market Value shall be the closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this Optionoption in accordance herewith) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed theretoshares.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee’s death, the Optionee’s executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Company a Plan Administrator (or its designee) with written notice setting forth of the option exercise (the “Exercise Notice”) specifying the number of Option Optioned Shares for which the Option option is being exercised.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company 1. full payment in cash or check payable to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketCompany’s order; or
(C) with respect only 2. full payment in shares of Common Stock held by Optionee for the requisite period necessary to purchases upon exercise of an Option, and provided that avoid a public market for charge to the Company’s stock exists:reported earnings and valued at Fair Market Value on the Exercise Date; or
i. 3. full payment in a combination of shares of Common Stock held for the requisite period necessary to avoid a charge to the Company’s earnings and valued at Fair Market Value on the Exercise Date and cash or check drawn to the Company’s order; or
4. If the Company’s outstanding Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), at the time this option is exercised, then payment of the Option Price may also be effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee (i) shall provide irrevocable written instructions to a member designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company; or
, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be withheld by the Company by reason of such purchase and (ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased ) shall provide written directives to the FINRA Dealer in a margin account as security Company to deliver the certificates for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
(D) by any combination of the foregoingsale.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) For purposes of subparagraph (a) above and for all other valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:
(i) If the Common Stock is not at the time listed or admitted to trading on any national securities exchange but is traded in the over-the-counter market, the Fair Market Value shall be the mean between the highest bid and lowest asked prices (or, if such information is available, the closing selling price) per share of Common Stock on the date in question in the over-the-counter market, as such prices are reported by the National Association of Securities Dealers through the Nasdaq system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the date in question, then the mean between the highest bid price and lowest asked price (or the closing selling price) on the last preceding date for which such quotations exist shall be determinative of Fair Market Value.
(ii) If the Common Stock is at the time listed or admitted to trading on any national securities exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the securities exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Stock is on the date in question neither listed or admitted to trading on any stock exchange nor traded in the over-the-counter market, then the fair market value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(c) The Exercise Date shall be the date on which the Exercise Notice is delivered to the Plan Administrator. Except to the extent the sale and remittance procedure specified above is utilized for the exercise of the option, payment of the Option Price for the purchased shares must accompany such notice.
(d) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) the Purchased Options Shares via electronic means or through delivery of a certificate for or certificates representing the purchased Option Optioned Shares, with the appropriate legends affixed thereto.
(ce) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Samples: Standard Stock Option Agreement (Biocryst Pharmaceuticals Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actionsactions :
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved a promissory note payable to the Corporation, but only to the extent authorized by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid Plan Administrator in accordance with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 13;
(C) with respect only to purchases upon exercise shares of an Option, and provided that a public market Common Stock held by Optionee (or any other person or persons exercising the option) for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from charge to the Optionee Corporation's earnings for financial reporting purposes and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for valued at Fair Market Value on the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the CompanyDate; or
(D) by through a special sale and remittance procedure pursuant to which Optionee (or any combination other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of the foregoing.
purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (iiiii) Payment to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale . Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness cash or check made payable to the Corporation and denominated in the currency of the Company to primary economic environment of, at the OptioneeCorporation’s discretion, either the Corporation or the Optionee (that is the functional currency of the Corporation or the currency in which the Optionee is paid);
(B) if approved shares of Common Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1option) have been owned by valued at Fair Market Value on the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon exercise which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of an Optionthe purchased shares and remit to the Corporation, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Optionee Corporation by reason of such exercise and a broker-dealer that is a member of (ii) to the Financial Industry Regulatory Authority (FINRA Dealer) whereby Corporation to deliver the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay certificates for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price purchased shares directly to such brokerage firm in order to complete the Company; or
iisale. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased Except to the FINRA Dealer extent the sale and remittance procedure is utilized in a margin account as security for a loan from connection with the FINRA Dealer in the amount of the Exercise Priceoption exercise, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the Nasdaq National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its Nasdaq system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the- counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(b) C. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Rhythms Net Connections Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir, legatee or persons exercising transferee as the Optioncase may be) must take the following actions:
(i) Execute and deliver to Provide the Secretary of the Company a with written notice setting forth of such exercise, specifying the number of Option Optioned Shares for with respect to which the Option option is being exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or Optioned Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation check payable to the Company's order; (B) full payment in shares of indebtedness Common Stock of the Company to valued at fair market value on the Optionee;
exercise date (B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(C) with respect only full payment in combination of shares of Common Stock of the Company [held for at least six months1 and] valued at fair market value on the exercise date and cash or check payable to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. 's order; (D) payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Company by reason of such purchase and (II) will provide written directives to the Company to deliver the certificates for the purchased shares directly to such broker-dealer; or
ii, to the extent the Plan Administrator specifically authorizes such method of payment at the time of exercise, (E) payment by a full-recourse promissory note. through a “margin” commitment Any such promissory note authorized by the Plan Administrator will be substantially in the form approved by the Plan Administrator, will bear interest at the minimum per annum rate necessary to avoid the imputation of interest income to the Company and compensation income to you under the Federal tax laws and will become due in full (in one or more consecutive annual installments measured from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount execution date of the Exercise Pricenote) not later than the Expiration Date of this option. Payment of the note will be secured by the pledge of the purchased shares, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward pledged shares will be released only as the Exercise Price directly to the Company; or
(D) by any combination of the foregoingnote is paid.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise DateFor purposes of Subsection 7(a) hereof, the Company shall issue fair market value per share of Common Stock on any relevant date will be determined in accordance with Subsections (i) through (iii) below, and the exercise date will be the date on which you exercise this option in compliance with the provisions of Subsection 7(a).
(i) If the Common Stock is not listed or admitted to or trading on behalf any stock exchange on the date in question, but is traded in the over-the-counter market, the fair market value will be the closing selling price per share of such stock on such date, as such price is reported by the National Association of Securities Dealers through its Nasdaq National Market. If there is no reported closing selling price of the Optionee stock on the date in question then the closing selling price on the last preceding date for which such quotation exists will be determinative of fair market value.
(ii) If the Common Stock is listed or admitted to trading on any other person stock exchange on the date in question, the fair market value will be the closing selling price per share of such stock on such date on the stock exchange determined by the Plan Administrator to be the primary market for such stock, as such price is officially quoted on such exchange. If there is no reported closing selling price of such stock on such exchange on the date in question, the fair market value will be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Stock is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market on the date in question or persons exercising this Optionif the Plan Administrator determines that the quotations under Subsections (i) a certificate for or (ii) above do not accurately reflect the purchased Option Sharesfair market value of such stock, with the appropriate legends affixed theretofair market value will be determined by the Plan Administrator after taking into account such factors as the Plan Administrator may deem appropriate, including one or more independent professional appraisals.
(c) In no event may this Option option be exercised for any fractional sharesshare.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which EXHIBIT B to the Option is exercised.
Grant Notice; (ii) Pay pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months Plan; and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered furnish to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows:
(i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or
(ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the sale transaction.
C. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the Nasdaq National Market, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its Nasdaq National Market system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements If the Common Stock at the time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of the Common Stock, then such fair market value shall be determined in accordance with Section 260.140.50 of Title 10 of the Company for the satisfaction California Code of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseRegulations.
(b) D. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) E. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Secretary of the Company a written notice setting forth stock purchase agreement in substantially the number form of Option Shares for which Exhibit "B" to this Agreement (the Option is exercised."Purchase Agreement");
(ii) Pay the aggregate Exercise Price option price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company to the Optionee;full payment, in cash or cash equivalents; or
(B) if approved by the Committee, by surrender full payment in shares of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning Common Stock of SEC Rule 144 (and, if such shares were purchased from the Company by use of having a promissory note, Fair Market Value on the Exercise Date (as such note has been fully paid with respect terms are defined below) in an amount equal to such shares); or (2) were obtained by the Optionee in the public marketoption price; or
(C) with respect only to purchases upon exercise full payment in a combination of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member shares of Common Stock of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for Company valued at Fair Market Value on the Exercise PriceDate and cash or cash equivalents, and whereby equal in the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly aggregate to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Companyoption price; or
(D) by any combination other form which the Plan Administrator (as that term is defined in the Plan) may, in its discretion, approve at the time of exercise, in accordance with the foregoing.provisions of paragraph 15 of this Agreement; and 5
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon For purposes of Paragraph 9 (a) above, the Fair Market Value of a share of Common Stock shall be determined in accordance with subparagraphs (i) through (iii) below, and the Exercise Date shall be the first date on which there shall have been delivered to the Company both (1) the executed Purchase Agreement and (11) the payment of the option price for the purchased shares.
(i) If the Common Stock is not on the Exercise Date listed or admitted to trading on any stock exchange, but is traded in the over-the-counter market, the Fair Market Value shall be the mean between the highest bid and lowest asked prices (or if such information is available, the closing selling price) of one share of Common Stock on the Exercise Date in the over-the-counter market, as practical after such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the Exercise Date, then the mean between the highest bid and lowest asked prices (or closing selling price) on the last preceding date for which such quotations exist shall be determinative of Fair Market Value.
(ii) If the Common Stock is on the Exercise Date listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the closing selling price of one share of Common Stock on the Exercise Date on the stock exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the Exercise Date, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(iii) If the Common Stock is on the Exercise Date neither listed or admitted to trading on any stock exchange nor traded in the over-the-counter market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate, including one or more independent professional appraisals.
(c) This option shall be deemed to have been exercised with respect to the number of Optioned Shares specified in the Purchase Agreement at such time as the executed Purchase Agreement for such shares shall have been delivered to the Company. Payment of the option price shall immediately become due and shall accompany the Purchase Agreement. As soon thereafter as practical, the Company shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the purchased Option Sharesshares so purchase and paid for, with the appropriate legends affixed thereto.. 6
(cd) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercised.
Grant Notice; (ii) Pay pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months Plan; and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered furnish to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows: (i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or (ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Corporation by reason of such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the sale transaction. C. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction of all federaltime is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, state or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and local income and employment tax withholding requirements applicable to the Option exercise.(ii) above does not
(b) D. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) , in accordance with the terms of the Stock Purchase Agreement. E. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Netscape Communications Corp)
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i1) Execute and deliver to the Company a written notice setting forth Secretary of the number of Option Shares for which Corporation the Option is exercised.Purchase Agreement;
(ii2) Pay the aggregate Exercise Option Price for the purchased shares either by full payment in cash or in one check, or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if any other form approved by the Committee, by surrender Plan Administrator at the time of shares that either: (1) have been owned by exercise in accordance with the Optionee for more than six (6) months and have been paid for within the meaning provisions of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; orParagraph 15.1
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv3) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(vb) Execute and deliver Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), at the time the Option is exercised, then the Option Price may also be paid as follows:
(1) in shares of the Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company such Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or
(2) through a special sale and remittance procedure pursuant to which the Optionee (i) is to provide irrevocable written representations as may instructions to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds, an amount sufficient to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be requested withheld by the Company Corporation by reason of such purchase and (ii) concurrently provides written directives to the Corporation to deliver the certificates for the purchased shares directly to such broker-dealer in order for it to comply with effect the applicable requirements of federal and state securities lawssale transaction.
(vic) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable Except to the extent the special sale and remittance procedure is utilized to exercise this Option, payment of the Option exercise.
(b) Price must accompany the delivery of the Purchase Agreement. As soon as practical after the Exercise Datesuch payment is practical, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any to the other person or persons exercising this Option) a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(cd) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Geocities)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Notify the Secretary of the Company,in accordance with paragraph 15 of this Agreement of Optionee's desire to the Company a written notice setting forth the number of Option Shares for which the Option is exercisedpurchase Optioned Shares.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company to the Optionee;full payment, in cash or cash equivalents; or
(B) if approved by full payment in shares of Common Stock of the Committee, by surrender of shares that either: (1) have been owned Company held by the Optionee for more than six the requisite period necessary to avoid a charge to the Company's reported earnings and valued at Fair Market Value on the Exercise Date (6as such terms are defined below) months and have been paid for within in an amount equal to the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketOption Price; or
(C) with respect only to purchases upon exercise full payment in a combination of an Option, and provided that a public market shares of Common Stock of the Company held by the Optionee for the Company’s stock exists:
i. through requisite period necessary to avoid a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly charge to the Company; or
ii. through a “margin” commitment from 's reported earnings and valued at Fair Market Value on the Optionee Exercise Date and a FINRA Dealer whereby cash or cash equivalents, equal in the Optionee irrevocably elects aggregate to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination other form which the Board of Directors of the foregoing.Company may, in its discretion, approve at the time of exercise in accordance with the provisions of paragraph 16 of this Agreement;
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
(viv) Execute and deliver to whatever documents are reasonably deemed necessary by the Company such written representations as may be requested by Board of Directors of the Company in order for it the Company and the Optionee to comply with the applicable requirements then current laws and regulations regarding the issue of federal and state securities laws.
(vi) Make appropriate arrangements with by the Company for Company. Optionee must also execute the satisfaction of all federal, state and local income and employment tax withholding requirements applicable Stock Purchase Agreement in the form attached to the Option exercisethis Agreement.
(b) As soon For purposes of Paragraph 10(a) above, the Fair Market Value of a share of Common Stock shall be determined in accordance with subparagraphs (i) through (iii) below, and the Exercise Date shall be the first date on which there shall have been delivered to the Company both (I) the notice of Optionee's desire to exercise and (II) the payment of the Option Price for the purchased shares.
(i) If the Common Stock is not on the Exercise Date listed or admitted to trading on any stock exchange, but is traded in the over-the-counter market, the Fair Market Value shall be the mean between the highest bid and lowest asked prices (or if such information is available, the closing selling price) of one share of Common Stock on the Exercise Date in the over-the-counter market, as practical after such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the Exercise Date, than the mean between the highest bid and the lowest asked prices (or closing selling price) on the last preceding date for which such quotations exist shall be determinative of Fair Market Value.
(ii) If the Common Stock is on the Exercise Date listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the closing selling price of one share of Common Stock on the Exercise Date on the stock exchange determined by the Board of Directors of the Company to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the Exercise Date, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding ate for which such quotation exists.
(iii) If the Common Stock is on the Exercise Date neither listed or admitted to trading on any stock exchange nor traded in the over-the-counter market, then the Fair Market Value shall be determined by the Board of Directors of the Company after taking into account such factors as they shall deem appropriate.
(c) This option shall be deemed to have been exercised with respect to the number of Optioned Shares specified in the notice of Optionee's desire to purchase Optioned Shares at such time as said notice shall have been received by the Company. Payment of the Option Price shall immediately become due and shall accompany the notice. As soon thereafter as practical, the Company shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(cd) In no event may this Option option be exercised for less than one hundred shares or any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Telik Inc)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir or persons exercising beneficiary, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to provide the Chief Financial Officer of the Company a with written notice setting forth on a form approved by the Committee of such exercise, specifying the number of Option Shares for with respect to which the Option option is being exercised, or (b) provide the Chief Financial Officer of the Company or such third party involved in administering the Plan as the Company may designate from time to time with electronic notice of such exercise, specifying the number of Shares with respect to which the option is being exercised.
(ii) Pay pay the aggregate Exercise Price for the purchased shares in cash or Shares in one or more of the following alternative forms:
: (A) full payment in cash or by cancellation check payable to the Company’s order; (B) full payment in shares of indebtedness Common Stock of the Company held for at least six months and valued at fair market value on the exercise date; (C) full payment in combination of shares of Common Stock of the Company held for at least six months and valued at fair market value on the exercise date and cash or check payable to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares)Company’s order; or (2D) were obtained by to the Optionee in extent the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through Committee expressly authorizes payment effected as a “same day salecashless exercise” commitment from the Optionee and through a broker-dealer that is a member sale and remittance procedure pursuant to which you (I) will provide irrevocable written instructions to the designated broker-dealer to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option purchased shares and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly remit to the Company; or
ii. through a “margin” commitment from , out of the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased sale proceeds, an amount equal to the FINRA Dealer in a margin account as security aggregate Exercise Price payable for a loan from the FINRA Dealer in purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt Company by reason of such Shares purchase and (II) will provide written directives to forward the Exercise Price Company to deliver the certificates for the purchased shares directly to the Company; or
(D) by any combination of the foregoing.such broker-dealer, and
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) you, have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional sharesshare.
(c) You hereby agree to make appropriate arrangements with the Company or subsidiary thereof by which you are employed or retained for the satisfaction of all Federal, State or local income tax withholding requirements and Federal social security employee tax requirements applicable to the exercise of this option.
(d) Notwithstanding anything in this Agreement to the contrary, in the event of your death within ninety (90) days before the Expiration Date, if your estate or designated beneficiary does not exercise your vested options, then, provided the exercise price of your vested options is less than the then fair market value of the Common Stock on the first business day immediately preceding the Expiration Date, then your estate or designated beneficiary will be deemed to have exercised the vested options on such date and given permission to the Company to effectuate a “cashless exercise” through a broker-dealer sale procedure pursuant to which a broker selected by the Company will be provided irrevocable written instructions to effect the immediate sale of all of the shares underlying these options and remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, State and local income and employment taxes required to be withheld by the Company by reason of such purchase. The remaining sales proceeds will be transferred to your estate or beneficiary, as applicable.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth of exercise in the form of Exhibit I attached hereto in which there is specified the number of Option Shares for which the Option option is exercised.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A1) by cancellation of indebtedness of the Company Cash or check made payable to the OptioneeCorporation's order;
(B2) if approved Shares of Common Stock held by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (6) months and have been paid for within the meaning of SEC Rule 144 (and, if as such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesterms are defined below); or (2) were obtained by the Optionee in the public market; or
(C3) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and Through a broker-dealer that is sale and remittance procedure pursuant to which the Optionee shall provide irrevocable written instructions (I) to a member designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Price, purchased shares plus all applicable Federal and whereby State income and employment taxes required to be withheld by the FINRA Dealer irrevocably commits upon receipt of Corporation in connection with such Shares purchase and (II) to forward the Exercise Price Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Companysale transaction; or
(D4) by Payment may also be made in any combination other form which the Plan Administrator may, in its discretion, approve at the time of the foregoingexercise.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver B. For purposes of this Agreement, the Exercise Date shall be the date on which written notice of the exercise of the option is delivered to the Company Corporation. Except to the extent the sale and remittance procedure of clause 3 above is utilized for the exercise of the option, payment of the Option Price for the purchased shares must accompany such written representations as may notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be requested by the Company closing selling price per share of Common Stock on the date in order question, on the American Stock Exchange. If there is no such reported price on the American Stock Exchange, on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Corporate Secretary of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares for which are to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in through one or more of the following forms:
(A) alternatives: - full payment in cash or by cancellation of indebtedness of the Company check payable to the Optionee;
Corporation's order; - full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (B) if approved by the Committee, by surrender as those terms are defined below); - full payment in a combination of shares that either: (1) have been owned by of Common Stock held for the Optionee for more than six (6) months requisite period necessary to avoid a charge to the Corporation's reported earnings and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from Exercise Date and cash or check payable to the Company by use of a promissory note, such note has been fully paid with respect to such shares)Corporation's order; or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. - full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee (I) shall provide irrevocable instructions to a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Shares so purchased to pay Price payable for the Exercise Pricepurchased shares plus all applicable Federal, State and whereby local income taxes and employment taxes required to be withheld in connection with such purchase and (II) shall provide directives to the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Company Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Option Price for the purchased shares must accompany such written representations Exercise Notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock on the date in question, as may be requested such price is reported by the Company National Association of Securities Dealers on the Nasdaq National Market. If there is no such reported price on the date in order question, then the Fair Market Value shall be the closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this Optionoption in accordance herewith) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed thereto.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Quickresponse Services Inc)
Manner of Exercising Option. (a) In order to To exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person or persons exercising the Optionoption) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Notice of Exercise for the number of Option Shares for which the option is exercised or comply with such other procedures as the Corporation may establish for notifying the Corporation of the exercise of this option for one or more Option is exercisedShares.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash or check made payable to the OptioneeCorporation;
(B) if approved shares of Common Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1option) have been owned by for the Optionee requisite period necessary to avoid a charge to the Corporation's earnings for more than six (6) months financial reporting purposes and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketExercise Date; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon exercise which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm(1) to effect the immediate sale of an Optionthe purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise, and provided that a public market (II) to the Corporation to deliver the certificates for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price shares directly to such brokerage firm to complete the Company; or
iisale. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased Except to the FINRA Dealer extent the sale and remittance procedure is utilized in a margin account as security for a loan from connection with the FINRA Dealer in the amount of the Exercise Priceoption exercise, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice Notice of Exercise delivered to the Company Corporation in connection with the Option option exercise. ----------
(1) With respect to Section 16 Insiders, the brokerage firm need only be reasonably satisfactory to the Corporation for purposes of administering such procedure.
(iviii) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiv) Make appropriate arrangements with the Company Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares Units for which this Option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's designated beneficiary, executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver a. Deliver to the Company a written Secretary of the Partnership an executed notice setting forth of exercise in the form provided by the Partnership (the "Exercise Notice") in which there is specified the number of Option Shares for Units which are to be purchased under the Option is exercisedexercised Option.
(ii) b. Pay the aggregate Exercise Price exercise price for the purchased shares in cash or in Units through one or more of the following formsalternatives:
(Ai) by cancellation of indebtedness of the Company in cash or cash equivalents made payable to the OptioneePartnership;
(Bii) if approved by in Units valued at their Fair Market Value as of the Committee, by surrender of shares that either: Exercise Date (1defined below) have been owned by and held for the Optionee for more than requisite period in order to avoid a charge to earnings (currently six (6) months months, but subject to change);
(iii) through a sale and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by remittance procedure under which the Optionee in delivers a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the public marketPartnership the amount of sale proceeds to pay the Option price; or
(Civ) with respect only to purchases upon exercise such other lawful consideration as the Committee shall determine. For purposes of an Optionclause (ii) immediately above, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from "Exercise Date" is the Optionee and a broker-dealer that is a member date on which written notice of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice is delivered to the Company Partnership. In all other cases, the Exercise Date is the date on which written notice and actual payment is received by the Partnership. Except to the extent the sale and remittance procedure specified above is utilized in connection with the Option exercise.
(iv) , payment of the exercise price for the purchased Units must accompany the Exercise Notice. Furnish to the Company Partnership appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) . As soon as practical after receipt of the Exercise DateNotice, the Company Partnership shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this OptionOption in accordance herewith) a certificate for depositary receipt representing the purchased Option Shares, with the appropriate legends affixed thereto.
(c) Units. In no event may this Option be exercised for any fractional sharesUnits.
Appears in 1 contract
Samples: Premium Price Option Agreement (Newhall Land & Farming Co /Ca/)
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part Notwithstanding the procedures of Section 9(a) of the Option Shares for which this Option is at Plan, all of the time exercisable, the following actions are required by Optionee (or any other person or persons exercising the Option) must take to purchase any or all of the following actionsShares for which this Option is exercisable:
(i) Execute In the event any or all of the Shares are unvested under Section 3(a) hereof, execute and deliver to the Company a written notice setting forth Stock Repurchase Agreement in the number of Option form attached hereto as Exhibit A (the “Stock Repurchase Agreement”) for the Shares for which the Option option is exercised.; and
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more accordance with Section 8(b) of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (Plan; and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment If Optionee is not currently a party to the Stockholders’ Agreement by and among the Company and all stockholders of the Exercise Price must accompany Company, which Stockholders’ Agreement restricts the written notice delivered transfer of such Shares, execute and deliver to the Company the Addendum Agreement to the Stockholders’ Agreement, in connection with substantially the Option exercise.form of Exhibit B attached hereto; and
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.; and
(viv) Make appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option option exercise.
(b) As soon as practical after Optionee purchases any of the Exercise DateShares, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this Optionoption) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Shares are unvested, the certificates for those Shares shall be endorsed with an appropriate legend evidencing the Company’s repurchase rights under the Stock Repurchase Agreement and may be held in escrow with the Company until such shares vest.
(c) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Sun BioPharma, Inc.)
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares for which this the Option is at the time exercisable, the Optionee you (or any other person in the case of exercise after your death, your executor, administrator, heir or persons exercising beneficiary, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to provide the Company, or such third party involved in administering the Plan as the Company a may designate from time to time, with written or electronic notice setting forth of exercise in the manner specified from time to time by the Company, specifying the number of Option Shares for with respect to which the Option is being exercised.;
(ii) Pay pay the aggregate Exercise Price for the each purchased shares in cash or Share in one or more of the following formsalternative forms to the extent permitted by applicable laws and regulations:
(A) full payment at the time the Option is exercised in cash or by cancellation of indebtedness of the Company certified or bank check payable to the OptioneeCompany’s order;
(B) if approved by delivery to the CommitteeCompany of other shares of Common Stock, by surrender duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby you identify for delivery specific shares that either: have a Fair Market Value on the date of attestation equal to the Exercise Price (1or portion thereof) have been owned by and receive a number of shares equal to the Optionee difference between the number of shares thereby purchased and the number of identified attestation shares (a “Stock for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such sharesStock Exchange”); or (2) were obtained by the Optionee in the public market; or;
(C) through a “cashless exercise program” established with respect only to purchases a broker;
(D) by reduction in the number of shares otherwise deliverable upon exercise of an Option, and provided that such Option with a public market for Fair Market Value equal to the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the aggregate Exercise Price directly to at the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount time of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; orexercise;
(DE) by any combination of the foregoing.foregoing methods; or
(F) in any other form of legal consideration that may be acceptable to the Committee; and
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish furnish to the Company appropriate documentation that the person or persons exercising the Option (Option, if other than Optionee) you, have the right to exercise this the Option.
(vb) Execute In no event may the Option be exercised for any fractional Share.
(c) Notwithstanding anything in this Agreement to the contrary, in the event of your death within ninety (90) days before the Expiration Date, if your estate or designated beneficiary does not exercise the vested portion of your Option, if any, then, provided the Exercise Price of the vested portion of your Option is less than the then Fair Market Value of a share of Common Stock on the first business day immediately preceding the Expiration Date, your estate or designated beneficiary will be deemed to have exercised the vested options on such date and deliver given permission to the Company such written representations as may be requested to effectuate a “cashless exercise” through a broker-dealer sale procedure pursuant to which a broker selected by the Company in order for it will be provided irrevocable written instructions to comply with effect the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction immediate sale of all of the Shares underlying the vested portion of your Option and remit to the Company, out of the sale proceeds, an amount equal to the Exercise Price multiplied by the number of Shares purchased through the exercise of the Option plus all applicable federal, state and local income and employment tax withholding requirements applicable taxes required to the Option exercise.
(b) As soon as practical after the Exercise Date, be withheld by the Company shall issue by reason of such purchase. The remaining sales proceeds will be transferred to your estate or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Sharesbeneficiary, with the appropriate legends affixed theretoas applicable.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Non Employee Director Stock Option Agreement (B&G Foods, Inc.)
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator heir or persons exercising legatee, as the Optioncase may be) or Transferee (in the case of certain Incentive Options) must take the following actions:
(i1) Execute and deliver to the Company a written notice setting forth Secretary of the number of Option Shares for which Corporation the Option is exercisedPurchase Agreement.
(ii2) Pay the aggregate Exercise Option Price for the purchased shares either by full payment in cash or in one check, or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if any other form approved by the Committee, by surrender 2005 Plan Administrator at the time of shares that either: (1) have been owned by exercise in accordance with the Optionee for more than six (6) months and have been paid for within the meaning provisions of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingParagraph 14.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv3) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(vb) Execute and deliver Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), at the time the Option is exercised, then the Option Price may also be paid as follows:
(1) in shares of the Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Company such Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or
(2) through a special sale and remittance procedure pursuant to which the Optionee (i) is to provide irrevocable written representations as may instructions to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds, an amount sufficient to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and state income and employment taxes required to be requested withheld by the Company Corporation by reason of such purchase and (ii) concurrently provides written directives to the Corporation to deliver the certificates for the purchased shares directly to such broker-dealer in order for it to comply with effect the applicable requirements of federal and state securities lawssale transaction.
(vic) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable Except to the extent the special sale and remittance procedure is utilized to exercise this Option, payment of the Option exercise.
(b) Price must accompany the delivery of the Purchase Agreement. As soon as practical after the Exercise Datesuch payment is practical, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any to the other person or persons exercising this Option) a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends legend affixed thereto.
(cd) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (CHINA MOBILITY SOLUTIONS, INC. (Formerly Xin Net Corp.))
Manner of Exercising Option. (a) In order to exercise this the Option with respect to all or any part of the Option Shares shares of Stock for which this the Option is at the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth Notice of Exercise (“Notice”) (in the number form attached to this Agreement) for the shares of Option Shares Stock for which the Option is exercised., which Notice may require the Optionee to certify in a manner acceptable to the Company that Optionee is in compliance with the terms and conditions of the Plan and this Agreement; and
(ii) Pay the aggregate Option Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company cash, wire transfer or check made payable to the OptioneeCompany;
(B) if approved in shares of Stock held by Optionee (or any other person or persons exercising the Committee, by surrender of shares that either: (1Option) have been owned by the Optionee for more than at least six (6) months and have been paid for within valued at Fair Market Value on the meaning date of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public marketexercise; or
(C) with respect only through a special sale and remittance procedure pursuant to purchases upon exercise which Optionee shall concurrently provide irrevocable instructions (I) to the approved brokerage firms to effect the immediate sale of an Optionthe purchased shares and remit to the Company, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Exercise Price payable for the Company’s stock exists:
i. through a “same day sale” commitment from purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld by the Optionee Company by reason of such exercise and a broker-dealer that (II) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sales transaction. Except to the extent the sale and remittance procedure is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise utilized in connection with the Option and to sell a portion exercise, payment of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice Notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to . In the Company appropriate documentation that event the Option is exercised by any person or persons exercising the Option (if other than the Optionee) have , the Notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this the Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(viiii) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) As soon as practical after the Exercise Datedate of exercise, the Company shall issue to or on behalf of the Optionee (or any other person or persons exercising this the Option) a certificate for the purchased Option Sharesshares of Stock, with the appropriate legends legends, if any, affixed thereto.
(c) In no event may this the Option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order Subject to the terms and conditions of this Agreement, the Option may be exercised by delivering or mailing written notice of exercise to CNT at its principal executive office, marked for the attention of the Human Resources Department. The notice shall state the election to exercise this the Option, the number of Common Shares for which it is being exercised, and be signed by the person exercising the Option. If the person exercising the Option is not Employee, he or she shall enclose with respect the notice appropriate proof of his or her right to all or any part exercise the Option. The date of exercise of the Option Shares for which this Option is at shall be the time exercisable, the Optionee (or any other person or persons exercising the Option) must take the following actions:
(i) Execute and deliver to the Company a written notice setting forth the number of Option Shares for which the Option is exercised.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares date that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to of exercise with appropriate payment under the Company in connection with the Option exercise.
following subsection (ivb) Furnish to the Company appropriate documentation that the person or persons exercising the Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested is actually received by the Company in order for it to comply with the applicable requirements Human Resources Department of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseCNT.
(b) As soon as practical after the Exercise Date, the Company shall issue to or on behalf Notice of exercise of the Optionee Option shall be accompanied by either: (i) payment (by certified or any cashier's check payable to the order of CNT) of the purchase price of the Common Shares being purchased; or (ii) if so permitted by the Stock Plans Committee of the Board of Directors of CNT (the "Committee"), certificates for unencumbered Common Shares having an aggregate Fair Market Value (as defined in the Plan) on the date of exercise equal to the purchase price of the Common Shares to be purchased; or (iii) if so permitted by the Committee, a combination of cash and such unencumbered Common Shares or (iv) if so permitted by the Committee, appropriate documentation evidencing the sale of the Common Shares acquired upon exercise of the Option and the use of the proceeds from such sale as payment of the Purchase Price for such Shares. The purchaser shall endorse all certificates delivered to CNT under the foregoing subsections (b)(ii) or (iii) in blank and represent and warrant in writing that he or she is the owner of the shares so delivered free and clear of all liens, security interests, and other person restrictions or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed theretoencumbrances.
(c) In no event As soon as practicable after receipt of the purchase price provided for above (and any payment required under Section 12), CNT shall deliver to the person exercising the Option, in the name of Employee (or his or her estate or heirs, as the case may be) a certificate or certificates representing the Common Shares being purchased. CNT shall pay all original issue or transfer taxes, if any, with respect to the issue of the Common Shares to the person exercising the Option and all fees and expenses necessarily incurred by CNT in connection with the exercise of the Option. All Common Shares issued upon exercise of the Option shall be fully paid and nonassessable. Notwithstanding anything in this Agreement to the contrary, CNT shall not be required, upon exercise of the Option be exercised for or any fractional sharespart thereof, to issue or deliver any Common Shares unless such issuance has been registered under federal and applicable state securities laws or an exemption therefrom is available.
Appears in 1 contract
Samples: Incentive Stock Option Agreement (Computer Network Technology Corp)
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Chief Financial Officer of the Corporation (A) an executed notice setting forth of exercise in substantially the form of Appendix A hereto (the "Exercise Notice") in which there is specified the number of Option Optioned Shares for to be purchased under the exercised option and (B) any additional documents which the Option is exercisedPlan Administrator may, in its discretion, deem advisable.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following formsalternatives:
(A) by cancellation of indebtedness of the Company full payment in cash or check payable to the OptioneeCorporation's order;
(B) if approved full payment in shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Corporation's reported earnings (which in any event shall not be less than 6 months) and valued at Fair Market Value on the Exercise Date (as such terms are defined below);
(C) full payment through a combination of shares of Common Stock held by Optionee for the requisite period necessary to avoid a charge to the Corporation's reported earnings (which in any event shall not be less than 6 months) and valued at Fair Market Value on the Exercise Date and cash or check payable to the Corporation's order;
(D) full payment through a special sale and remittance procedure pursuant to which the Optionee (i) shall provide irrevocable written directives to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and State income and employment taxes required to be withheld by the Committee, by surrender of Corporation in connection with such purchase and (II) shall concurrently instruct the Corporation to deliver the certificates for the purchased shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect directly to such shares); or (2) were obtained by brokerage firm in order to complete the Optionee in the public marketsale transaction; or
(CE) payment in any other form which the Plan Administrator may, in its discretion, approve at the time of exercise in accordance with respect only to purchases upon exercise the provisions of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member Paragraph 10 of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingthis Agreement.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) The Exercise Date shall be the date on which written notice of the option exercise is delivered to the Corporation. Except to the extent the sale and remittance procedure is utilized for the exercise of the option, payment of the Option Price for the purchased shares must accompany such notice. For purposes of this Agreement, the Fair Market Value of a share of Common Stock on any relevant date shall be determined as follows:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through the NASDAQ National Market System or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(ii) If the Common Stock is at the time listed or admitted to trading on any national stock exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(c) As soon as practical after the Exercise Date, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any the other person or persons exercising this Optionoption) a certificate for or certificates representing the purchased Option Optioned Shares, with the appropriate legends affixed thereto.
(cd) In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Corvel Corp)
Manner of Exercising Option. (a) In order to exercise this Option with respect to all or any part of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person or persons exercising the this Option) must take the following actions:
(i) Execute and deliver to the Company Corporation a written notice setting forth Purchase Agreement for the number of Option Shares for which the this Option is exercised.
(ii) If not previously executed and delivered by the Optionee, execute and deliver to the Corporation a counterpart signature page to the Corporation’s Third Amended and Restated Stockholders Agreement, a copy of which will be provided to the Optionee for review a reasonable period of time prior to the exercise of this Option.
(iii) Pay the aggregate Exercise Price for the purchased shares in cash or in one or more of the following forms:
(A) by cancellation of indebtedness cash or check made payable to the Corporation; or Should the Common Stock be registered under Section 12 of the Company to 1934 Act at the Optionee;time this Option is exercised, then the Exercise Price may also be paid as follows:
(B) in Shares of Common Stock held by Optionee (or any other person or persons exercising this Option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (in general, if approved by the CommitteeParticipant utilizes this provision to pay the Exercise Price, by surrender of shares that either: (1) the Shares surrendered must have been owned by the Optionee Participant for more than at least six (6) months and have been paid for within following the meaning later of SEC Rule 144 (andexercise or vesting, if such shares Shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained not acquired by the Optionee in Participant on the public open market); or
(C) with respect only to purchases upon exercise the extent this Option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising this Option) shall concurrently provide irrevocable instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of an Optionthe purchased Shares in the open market and remit to the Corporation, and provided that a public market out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the Company’s stock exists:
i. through a “same day purchased Shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (b) to the Corporation to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale” commitment from ; provided, that the number of purchased Shares which the Optionee and a broker-dealer that is a member directs the brokerage firm to sell, shall in no event exceed the number of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects Shares necessary to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward cover the Exercise Price directly plus required tax withholding. Except to the Company; or
ii. through a “margin” commitment from extent the Optionee sale and a FINRA Dealer whereby remittance procedure is utilized in connection with the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Pricethis Option, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoing.
(iii) Payment payment of the Exercise Price must accompany the written notice Purchase Agreement delivered to the Company Corporation in connection with the Option exerciseexercise of this Option.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the this Option (if other than Optionee) have the right to exercise this Option.
(v) Execute and deliver to the Company Corporation such written representations as may be requested by the Company Corporation in order for it to comply with the applicable requirements of federal Federal and state securities laws.
(vi) Make appropriate arrangements with the Company Corporation (or the Subsidiary employing or retaining Optionee) for the satisfaction of all federalFederal, state and local income and employment tax withholding requirements applicable to the Option exerciseexercise of this Option.
(b) As soon as practical after the Exercise Date, the Company Corporation shall issue to or on behalf of the Optionee (or any other person or persons exercising this Option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto.
(c) In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Fender Musical Instruments Corp)
Manner of Exercising Option. (a) A. In order to exercise this Option with respect to all or any part of the Option Shares for which this Option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Stock Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercised.Notice of Grant. ---------
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (Option, if other than Optionee) , have the right to exercise this Option.
(v) Execute and deliver B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Company Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such written representations as may be requested price is reported by the Company National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in order question, then the closing selling price on the last preceding date for it to comply with the applicable requirements which such quotation exists shall be determinative of federal and state securities lawsfair market value.
(viii) Make appropriate arrangements with If the Company Common Stock is at the time listed or admitted to trading on any stock exchange, then the fair market value shall be the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Plan Administrator to be the primary market for the satisfaction Common Stock, as such price is officially quoted in the composite tape of all federaltransactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, state and local income and employment tax withholding requirements applicable to then the Option exercisefair market value shall be the closing selling price on the exchange on the last preceding date for which such quotation exists.
(biii) If the Common Stock at the time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of the Common Stock, then such fair market value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
C. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) Option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) D. In no event may this Option be exercised for any fractional shares.
Appears in 1 contract
Samples: Stock Option Agreement (Buy Com Inc)
Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation 1. full payment in cash or check; or
2. any other form which the Plan Administrator may, in its discretion, approve at the time of indebtedness exercise in accordance with the provisions of the Company to the Optionee;paragraph 15 of this Agreement.
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows:
3. in shares of Common Stock held by the Optionee for more than six the requisite period necessary to avoid a charge to the Corporation's earnings for financial
(61) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use Authorization of a promissory noteloan or installment payment method under such provisions may, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee under currently proposed Treasury Regulations, result in the public marketloss of incentive stock option treatment under the Federal tax laws. reporting purposes and valued at fair market value on the Exercise Date; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii4. through a “margin” commitment from special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased remit to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount Corporation, out of the Exercise Pricesale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased shares plus all applicable Federal and whereby State income and employment taxes required to be withheld by the FINRA Dealer irrevocably commits upon receipt Corporation by reason of such Shares purchase and (b) to forward the Exercise Price Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to effect the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption. Except to the extent the sale and remittance procedure is utilized in connection with the exercise of the option, payment of the Option Price must accompany the Purchase Agreement delivered to the Corporation.
B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the- counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate, including one or more independent professional appraisals.
(b) C. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) D. In no event may this Option option be exercised for any fractional shares.
Appears in 1 contract
Manner of Exercising Option. (a) In order to exercise this Option option with respect to all or any part of the Option Optioned Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Secretary of the Company a written notice setting forth stock purchase agreement in substantially the number form of Option Shares for which Exhibit A to this Agreement (the Option is exercised."Purchase Agreement");
(ii) In the event Optionee will beneficially own more than 10,000 shares of the Company's Common Stock after such exercise, Optionee shall enter into a Shareholders Agreement with the Company and certain other shareholders in the form attached hereto as Exhibit "B".
(iii) Pay the aggregate Exercise Price option price for the purchased shares in cash or in one or more of the following alternative forms:
(A) by cancellation of indebtedness of the Company to the Optionee;full payment, in cash or cash equivalents; or
(B) if approved by the Committee, by surrender full payment in shares of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning Common Stock of SEC Rule 144 (and, if such shares were purchased from the Company by use having a Fair Market Value of a promissory note, the Exercise Date (as such note has been fully paid with respect terms are defined below) equal to such shares); or (2) were obtained by the Optionee in the public marketOption Price; or
(C) with respect only to purchases upon exercise full payment in a combination of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member shares of Common Stock of the Financial Industry Regulatory Authority (FINRA Dealer) whereby Company valued at Fair Market Value on the Optionee irrevocably elects Exercise Date and cash or cash equivalents, equal in the aggregate to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination other form which the Plan Administrator may, in its discretion, approve at the time of the foregoing.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company exercise in connection accordance with the Option exercise.provisions of this Agreement; and
(iv) Furnish to the Company appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Option.
(v) Execute and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of federal and state securities laws.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exerciseoption.
(b) As soon For purposes of Paragraph 8(a) above, the Fair Market Value of a share of Common Stock shall be determined in accordance with subparagraphs (i) through (iii) below, and the Exercise Date shall be the first date on which there shall have been delivered to the Company both (I) the executed Purchase Agreement and (II) the payment of the option price for the purchased shares.
(i) If the Common Stock is not on the Exercise Date listed or admitted to trading on any stock exchange, but is traded in the over-the-counter market, the Fair Market Value shall be the mean between the highest bid and lowest asked prices (or if such information is available, the closing selling price) of one share of Common Stock on the Exercise Date in the over-the-counter market, as practical after such prices are reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the Exercise Date, then the mean between the highest bid and 3 4 lowest asked prices (or closing selling price) on the last preceding date for which such quotations exist shall be determinative of the Fair Market Value.
(ii) If the Common Stock is on the Exercise Date listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the closing selling price of one share of Common Stock on the Exercise Date on the stock exchange determined by the Board of Directors to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the Exercise Date, then the Fair Market Value shall be the closing selling price on the exchange on the last preceding date for which such quotations exists.
(iii) If the Common Stock is on the Exercise Date neither listed or admitted to trading on any stock exchange nor traded in the over-the-counter market, then the Fair Market Value shall be determined by the Board of Directors after taking into account such factors as the Board of Directors shall deem appropriate, including one or more independent professional appraisals.
(c) This option shall be deemed to have been exercised with respect to the number of Optioned Shares specified in the Purchase Agreement at such time as the executed Purchase Agreement for such shares shall have been delivered to the Company. Payment of the option price shall immediately become due and shall accompany the Purchase Agreement. As soon thereafter as practical, the Company shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(cd) In no event may this Option option be exercised for any fractional shares.
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Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to any or all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver Deliver to the Company a written Corporate Secretary of the Corporation an executed notice setting forth of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares for which to be purchased under the Option is exercisedexercised option.
(ii) Pay the aggregate Exercise Price for the purchased shares in cash or in through one or more of the following forms:
(A) alternatives: - full payment in cash or by cancellation of indebtedness of the Company check payable to the Optionee;
Corporation; - full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (B) if approved by the Committee, by surrender as such term is defined below); - full payment in a combination of shares that either: (1) have been owned by of Common Stock held for the Optionee for more than six (6) months requisite period necessary to avoid a charge to the Corporation's reported earnings and have been paid for within valued at Fair Market Value on the meaning of SEC Rule 144 (and, if such shares were purchased from Exercise Date and cash or check payable to the Company by use of a promissory note, such note has been fully paid with respect to such shares)Corporation's order; or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. - full payment effected through a “same day sale” commitment from the Optionee and a broker-dealer that is sale and remittance procedure pursuant to which Optionee shall provide irrevocable instructions to (I) a member Corporation-designated brokerage firm to effect the immediate sale of the Financial Industry Regulatory Authority (FINRA Dealer) whereby purchased shares and remit to the Optionee irrevocably elects to exercise the Option and to sell a portion Corporation, out of the Option Shares so purchased sale proceeds available on the settlement date, sufficient funds to pay cover the aggregate Exercise Price payable for the Exercise Pricepurchased shares plus all applicable Federal, State and whereby local income taxes and employment taxes required to be withheld in connection with such purchase and (II) shall provide written directives to the FINRA Dealer irrevocably commits upon receipt of such Shares Corporation to forward deliver the Exercise Price certificates for the purchased shares directly to such brokerage firm in order to complete the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingsale transaction.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option option (if other than Optionee) have the right to exercise this Optionoption.
(v) Execute and deliver B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Company Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Exercise Price for the purchased shares must accompany such written representations Exercise Notice. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price per share of Common Stock on the date in question, as may be requested such price is reported by the Company National Association of Securities Dealers on the Nasdaq National Market and published in order The Wall Street Journal. If there is no such reported price on the ----------------------- date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(vi) Make appropriate arrangements with the Company for the satisfaction of all federal, state and local income and employment tax withholding requirements applicable to the Option exercise.
(b) C. As soon as practical after receipt of the Exercise DateNotice, the Company Corporation shall issue mail or deliver to or on behalf of the Optionee (or any other person or persons exercising this Optionoption in accordance herewith) a certificate for or certificates representing the purchased Option Shares, with the appropriate legends affixed theretoshares.
(c) D. In no event may this Option option be exercised for any fractional shares.
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Manner of Exercising Option. (a) A. In order to exercise this Option option with respect to all or any part of the Option Shares for which this Option option is at the time exercisable, the Optionee (or any other person in the case of exercise after Optionee's death, the Optionee's executor, administrator, heir or persons exercising legatee, as the Optioncase may be) must take the following actions:
(i) Execute and deliver to the Company Secretary of the Corporation a written notice setting forth stock purchase agreement (the number "Purchase Agreement") in substantially the form of Option Shares for which Exhibit B to the Option is exercisedGrant Notice.
(ii) Pay the aggregate Exercise Option Price for the purchased shares in cash or in one or more of forms approved under the following forms:
(A) by cancellation of indebtedness of the Company to the Optionee;
(B) if approved by the Committee, by surrender of shares that either: (1) have been owned by the Optionee for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by the Optionee in the public market; or
(C) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists:
i. through a “same day sale” commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (FINRA Dealer) whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the Option Shares so purchased to pay for the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
ii. through a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the Option Shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or
(D) by any combination of the foregoingPlan.
(iii) Payment of the Exercise Price must accompany the written notice delivered to the Company in connection with the Option exercise.
(iv) Furnish to the Company Corporation appropriate documentation that the person or persons exercising the Option (option, if other than Optionee) , have the right to exercise this Optionoption.
B. Should the Corporation's outstanding Common Stock be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "1934 Act") at the time the option is exercised, then the Option Price may also be paid as follows:
(i) in shares of Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at fair market value on the Exercise Date; or
(ii) through a special sale and remittance procedure pursuant to which the Optionee is to provide irrevocable written instructions (a) to a designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price
C. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Purchase Agreement shall have been delivered to the Corporation, and the fair market value of a share of Common Stock on any relevant date shall be determined in accordance with subparagraphs (i) through (iii) below:
(i) If the Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded on the NASDAQ National Market System, the fair market value shall be the closing selling price of one share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers through its NASDAQ system or any successor system. If there is no closing selling price for the Common Stock on the date in question, then the closing selling price on the last preceding date for which such quotation exists shall be determinative of fair market value.
(vii) Execute and deliver If the Common Stock is at the time listed or admitted to trading on any stock exchange, then the Company such written representations as may fair market value shall be requested the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Company Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in order the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value shall be the closing selling price on the exchange on the last preceding date for it to comply with the applicable requirements of federal and state securities lawswhich such quotation exists.
(viiii) Make appropriate arrangements with If the Company for Common Stock at the satisfaction time is neither listed nor admitted to trading on any stock exchange nor traded in the over-the-counter market, or if the Plan Administrator determines that the value determined pursuant to subparagraphs (i) and (ii) above does not accurately reflect the fair market value of all federalthe Common Stock, state and local income and employment tax withholding requirements applicable to then such fair market value shall be determined by the Option exercisePlan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.
(b) D. As soon as practical after the Exercise DateDate as practical, the Company Corporation shall issue mail or deliver to Optionee or on behalf of to the Optionee (or any other person or persons exercising this Option) option a certificate for or certificates representing the shares so purchased Option Sharesand paid for, with the appropriate legends affixed thereto.
(c) E. In no event may this Option option be exercised for any fractional shares.
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