Common use of Manner of Exercising Options Clause in Contracts

Manner of Exercising Options. (a) In order to exercise this option with respect to all or any part of the Option Shares, Xxxxx (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to AlphaSmart a Restricted Stock Purchase Agreement for the Option Shares, for which the option is exercised; provided, however, that in the event of a Deemed Exercise, Section 8(b)(ii) below shall apply. (ii) Pay the aggregate Exercise Price for the purchased shares by cash or check made payable to AlphaSmart or exercise in accordance with Section 8(b) below. Except in the event of * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. exercise in accordance with Section 8(b) below, payment of the Exercise Price must accompany the Restricted Stock Purchase Agreement delivered to AlphaSmart in connection with the option exercise. (iii) Furnish to AlphaSmart appropriate documentation that the person or persons exercising the option (if other than Xxxxx) have the right to exercise this option. (iv) Execute and deliver to AlphaSmart such written representations as may be requested by AlphaSmart in order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with AlphaSmart (or Parent or Subsidiary) for the satisfaction of all applicable Federal, state and local income tax withholding requirements applicable to the option exercise. (b) At his election, Xxxxx may also exercise this option in the manner described in this Section 8(b); provided, however, that in the event of a Deemed Exercise, the following will automatically apply to any such Deemed Exercise: (i) In the event of a Deemed Exercise (in which case no delivery of notice by Xxxxx is required hereunder) or in lieu of exercising this option in the manner otherwise provided above in Section 8(a) above, Xxxxx may, by delivery at the principal office of AlphaSmart of a notice of exercise stating such election, elect to receive, without the payment by Xxxxx of any additional consideration, a number of shares computed using the following formula: X = Y(A–B) Where: X = The number of shares to be issued to Xxxxx. Y = The number of shares in respect of which the net exercise election is made (as of the date such notice is delivered). A = The fair market value of one share (as of the date such notice is delivered, or in the case of a Deemed Exercise, one day prior to the anticipated closing date of the Corporate Transaction as specified by AlphaSmart in its notice to Xxxxx regarding the Corporate Transaction).

Manner of Exercising Options. (a) In order to exercise this option with respect to all or any part of the Option Shares, Xxxxx (or any other person or persons exercising the option) must take the following actions: (i) Execute and deliver to AlphaSmart a Restricted Stock Purchase Agreement for the Option Shares, for which the option is exercised; provided, however, that in the event of a Deemed Exercise, Section 8(b)(ii) below shall apply. (ii) Pay the aggregate Exercise Price for the purchased shares by cash or check made payable to AlphaSmart or exercise in accordance with Section 8(b) below. Except in the event of * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. exercise in accordance with Section 8(b) below, payment of the Exercise Price must accompany the Restricted Stock Purchase Agreement delivered to AlphaSmart in connection with the option exercise. (iii) Furnish to AlphaSmart appropriate documentation that the person or persons exercising the option (if other than Xxxxx) have the right to exercise this option. * This provision is the subject of a Confidential Treatment Request. (iv) Execute and deliver to AlphaSmart such written representations as may be requested by AlphaSmart in order for it to comply with the applicable requirements of Federal and state securities laws. (v) Make appropriate arrangements with AlphaSmart (or Parent or Subsidiary) for the satisfaction of all applicable Federal, state and local income tax withholding requirements applicable to the option exercise. (b) At his election, Xxxxx may also exercise this option in the manner described in this Section 8(b); provided, however, that in the event of a Deemed Exercise, the following will automatically apply to any such Deemed Exercise: (i) In the event of a Deemed Exercise (in which case no delivery of notice by Xxxxx is required hereunder) or in lieu of exercising this option in the manner otherwise provided above in Section 8(a) above, Xxxxx may, by delivery at the principal office of AlphaSmart of a notice of exercise stating such election, elect to receive, without the payment by Xxxxx of any additional consideration, a number of shares computed using the following formula: X = X= Y(A–B) Where: X = The number of shares to be issued to Xxxxx. Y = The number of shares in respect of which the net exercise election is made (as of the date such notice is delivered). A = The fair market value of one share (as of the date such notice is delivered, or in the case of a Deemed Exercise, one day prior to the anticipated closing date of the Corporate Transaction as specified by AlphaSmart in its notice to Xxxxx regarding the Corporate Transaction).

Manner of Exercising Options. (a) In order Subject to the terms and conditions of this Agreement, this Option may be exercised by mailing written notice of exercise to the Company at its principal executive office, marked for the attention of its Secretary. The notice shall state the election to exercise the Option and the number of Common 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 is not Optionee, such person shall also send with the notice appropriate proof of such person's right to exercise the Option in accordance with this option with respect Agreement. Such notice shall be accompanied by payment (by check, bank draft or money order payable to all or any part the Company) of the Option Shares, Xxxxx (or any other person or persons exercising full purchase price of the option) must take the following actions: (i) Execute and deliver to AlphaSmart a Restricted Stock Purchase Agreement for the Option Shares, for which the option is exercised; provided, however, that in the event of a Deemed Exercise, Section 8(b)(ii) below shall applyCommon Shares being purchased. (iib) Pay Until the aggregate Exercise Price for date (if any) a registration statement covering the purchased shares by cash or check made payable to AlphaSmart or Common Shares issuable upon exercise in accordance with Section 8(b) below. Except in the event of * Confidential treatment this Option has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. exercise in accordance with Section 8(b) below, payment of the Exercise Price must accompany the Restricted Stock Purchase Agreement delivered to AlphaSmart in connection with the option exercise. (iii) Furnish to AlphaSmart appropriate documentation that the person or persons exercising the option (if other than Xxxxx) have the right to exercise this option. (iv) Execute and deliver to AlphaSmart such written representations as may be requested by AlphaSmart in order for it to comply with the declared effective under applicable requirements of Federal and state securities laws, the person exercising the Option shall include in the notice of exercise given pursuant to subparagraph (a), and the issuance of the Common Shares will be contingent upon the receipt of, representations by such person that (i) at the time of such exercise it is such person's then-present intention to acquire the Common Shares for investment and not with a view to, or for resale in connection with, any distribution thereof; (ii) such person acknowledges that the Common Shares to be issued upon exercise of the Option are "restricted securities" within the meaning of Rule 144 of the general Rules and Regulations of the Securities and Exchange Commission and that there is no assurance that such Rule will apply to future resales of the Common Shares; (iii) such person will make no sale or other distribution that would cause such person to be deemed an "underwriter" within the meaning of Section 2(11) of the Securities Act of 1933, as amended; and (iv) such person will make no sale, pledge, transfer or other disposition of the Common Shares received unless a registration statement with respect to such Common Shares is then in effect under applicable Federal and state securities laws or unless such person obtains an opinion of counsel satisfactory to the Company that such disposition may be effected without violation of applicable Federal or state securities laws. The certificates representing such Common Shares will contain restrictive legends reflecting such restrictions. (vc) Make appropriate arrangements with AlphaSmart (or Parent or Subsidiary) As soon as practicable after receipt of the purchase price provided for above, the satisfaction of all applicable Federal, state and local income tax withholding requirements applicable Company shall deliver to the option exercise. (b) At his electionperson exercising the Option a certificate or certificates representing the Common Shares being purchased. The Company shall pay all original issue and transfer taxes, Xxxxx may also exercise this option if any, with respect to the issue or transfer of the Common Shares to the person exercising the Option and all fees and expenses necessarily incurred by the Company in connection therewith. All Common Shares so issued shall be fully paid and nonassessable. The Optionee shall have no right to require the manner described in this Section 8(b); providedCompany, howeverand the Company shall have no obligation, that in to register the event of a Deemed Exercise, the following will automatically apply to any such Deemed Exercise: (i) In the event of a Deemed Exercise (in which case no delivery of notice by Xxxxx is required hereunder) issuance or in lieu of exercising this option in the manner otherwise provided above in Section 8(a) above, Xxxxx may, by delivery at the principal office of AlphaSmart of a notice of exercise stating such election, elect to receive, without the payment by Xxxxx sale of any additional consideration, a number of shares computed using the following formula: X = Y(A–B) Where: X = The number of shares to be issued to Xxxxx. Y = The number of shares in respect of which the net exercise election is made (as of the date such notice is delivered). A = The fair market value of one share (as of the date such notice is delivered, or in the case of a Deemed Exercise, one day prior security acquired pursuant to the anticipated closing date exercise of the Corporate Transaction as specified by AlphaSmart in its notice to Xxxxx regarding the Corporate Transaction)this Option under applicable Federal or state securities laws.

Manner of Exercising Options. (a) In order i. The Option may be exercised in whole or in part, only by written notice signed by Holder and mailed or delivered to exercise this option with respect to all the President or any part Secretary of the Option SharesCompany at its principal office, Xxxxx (or any other person or persons exercising the option) must take the following actions: which notice shall: (i) Execute and deliver to AlphaSmart a Restricted Stock Purchase Agreement for specify the Option Shares, for number of Options which the option is are being exercised; provided, however, that in the event of a Deemed Exercise, Section 8(b)(ii) below shall apply. (ii) Pay the aggregate Exercise Price for the purchased shares by cash federal identification number of Holder (or check made payable to AlphaSmart or exercise in accordance with Section 8(b) below. Except in the event of * Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. exercise in accordance with Section 8(b) below, payment of the Exercise Price must accompany the Restricted Stock Purchase Agreement delivered to AlphaSmart in connection with the option exercise. transferee); (iii) Furnish to AlphaSmart appropriate documentation that if the person Option is being exercised by any party or persons exercising the option (if parties other than Xxxxx) Holder, be accompanied by proof satisfactory to the Company and its counsel, that such party or parties have the right to exercise this option. the Option; and (iv) Execute be accompanied by payment in full of the applicable Exercise Price in cash or other immediately available funds. Prior to issuance of any Option Shares, however, Holder shall execute and deliver to AlphaSmart such written other documentation and representations as may be reasonably requested by AlphaSmart the Company in order connection with such exercise, including for it to comply with the purposes of applicable requirements of Federal state and state federal securities laws. (v) Make appropriate arrangements ii. This Option shall be deemed to have been exercised with AlphaSmart (or Parent or Subsidiary) for the satisfaction of all applicable Federal, state and local income tax withholding requirements applicable respect to the option exercise. (b) At his election, Xxxxx may also exercise this option Option Shares specified in said notice at the manner described in this Section 8(b); provided, however, that in time of timely receipt by the event of a Deemed Exercise, the following will automatically apply to any such Deemed Exercise: Company of: (i) In the event of a Deemed Exercise (in which case no delivery of notice by Xxxxx is required hereunder) or in lieu of exercising this option in the manner otherwise provided above specified in Section 8(a3.e.i. hereof; (ii) above, Xxxxx may, any other documentation or representation reasonably required by delivery the Company pursuant to Section 3.e.i. hereof; and (iii) the payment required in Section 3.e.i. hereof. iii. Unless a Registration Statement with respect to the Option Shares is effective at the principal office time of AlphaSmart of a notice of exercise stating such electionissuance, elect to receive, without the payment by Xxxxx of any additional consideration, a number of shares computed using certificates representing the following formula: X = Y(A–B) Where: X = The number of shares Option Shares issued or to be issued to Xxxxxhereunder shall be stamped or otherwise imprinted with legends substantially in the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND 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 OPTION OF COUNSEL ACCEPTABLE TO COUNSEL FOR THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS. iv. Y = The number of shares in respect of which the net exercise election is made (as Upon satisfaction of the date such notice is delivered). A = The fair market value provisions of one share Section 3.e.ii., the Company shall have up to five (as of 5) days to issue to Holder stock certificates representing the date such notice is delivered, or in the case of a Deemed Exercise, one day prior to the anticipated closing date of the Corporate Transaction as specified by AlphaSmart in its notice to Xxxxx regarding the Corporate Transaction)Option Shares so exercised.