Common use of Method of Exercise and Payment Clause in Contracts

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant upon (a) the Participant’s written notice to the Company of exercise, (b) the Participant’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company Holding of exercise, (b) the ParticipantEmployee’s payment of the Series 1 Option Price or the Series 2 Option Price, as applicable, in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value fair market value on the date of exercise equal to such the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and determine, (c) if such Options are exercised prior the Employee’s execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to a Public Offeringthe Plan as Exhibit B, and (d) the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, and receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 34, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 4 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the Participant’s Employee's written notice to the Company Holding of exercise, (b) the Participant’s Employee's payment of the Series 1 Option Price or the Series 2 Option Price, as applicable, in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value fair market value on the date of exercise equal to such the Series 1 Option Price or the Series 2 Option Price, as applicable, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and determine, (c) if such Options are exercised prior the Employee's execution of a stock subscription agreement which shall be in substantially the form of the Stock Subscription Agreement attached to a Public Offeringthe Plan as Exhibit B, and (d) the Participant’s Employee's execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, and receipt of evidence of the Participant’s Employee's execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 34, but subject to Section 6 below, Holding shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the CompanyHolding, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 4 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of Subject to the exercisable Options limitations set forth in this Agreement, the Option, to the extent vested, may be exercised by the Participant upon (a) the Participant’s written notice by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of exercise, (b) the Participant’s whole shares of Common Stock to be purchased and by accompanying such notice with payment of the Option Price therefor in full at (or by arranging for such payment to the time of exercise Company’s satisfaction) either (i) in cash or cash equivalentscash, (ii) at any time following a Public Offering, in unencumbered Shares owned by authorizing the Participant for at least six (6) months (or such other period as is required by applicable accounting standards Company to avoid a charge to earnings) withhold whole shares of Common Stock which would otherwise be delivered having a an aggregate Fair Market Value on Value, determined as of the date of exercise exercise, equal to the amount necessary to satisfy such Option Priceobligation, (iii) except as may be prohibited by applicable law, in cash by a combination broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of cash and Shares exercise or (iv) in accordance with by a combination of (i) and (ii), and (b) by executing such procedures or in such other form documents as the Committee Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement be disregarded and the Registration Rights Agreement remaining amount due shall be paid in order to become cash by Participant. No certificate representing a party to such agreements with respect to share of Common Stock shall be issued or delivered until the Shares issuable upon the exercise of such Optionsfull purchase price therefor and any withholding taxes thereon, as described in Section 6.1, have been paid. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price Exercise Price of any exercisable Options and, if applicable, receipt of evidence portion of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement Option in accordance with this Section 3, but subject to Section 6 12 below, the Company shall issue deliver to the Participant (or such other person or entity) a certificate certificate, certificates or certificates electronic book-entry notation representing the Shares acquired upon the exercise thereof, registered in the name of the ParticipantParticipant (or such other person or entity), provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareShares, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares shares of Common Stock owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue deliver to the Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of Subject to the exercisable Options limitations set forth in this Agreement, the Option, to the extent vested, may be exercised by the Participant upon (a) the Participant’s written notice by delivering to the Company an exercise notice in the form prescribed by the Company specifying the number of exercise, (b) the Participant’s whole shares of Common Stock to be purchased and by accompanying such notice with payment of the Option Price therefor in full at (or by arranging for such payment to the time of exercise Company’s satisfaction) either (i) in cash or cash equivalentscash, (ii) at any time following a Public Offering, in unencumbered Shares owned by authorizing the Participant for at least six (6) months (or such other period as is required by applicable accounting standards Company to avoid a charge to earnings) withhold whole shares of Common Stock which would otherwise be delivered having a an aggregate Fair Market Value on Value, determined as of the date of exercise exercise, equal to the amount necessary to satisfy such Option Priceobligation, (iii) except as may be prohibited by applicable law, in cash by a combination broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of cash and Shares exercise or (iv) in accordance with by a combination of (i) and (ii), and (b) by executing such procedures or in such other form documents as the Committee Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Agreement be disregarded and the Registration Rights Agreement remaining amount due shall be paid in order to become cash by Participant. No certificate representing a party to such agreements with respect to share of Common Stock shall be issued or delivered until the Shares issuable upon the exercise of such Optionsfull purchase price therefor and any withholding taxes thereon, as described in Section 6.1, have been paid. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price Exercise Price of any exercisable Options and, if applicable, receipt of evidence portion of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement Option in accordance with this Section 3, but subject to Section 6 8 below, the Company shall issue deliver to the Participant (or such other person or entity) a certificate certificate, certificates or certificates electronic book-entry notation representing the Shares acquired upon the exercise thereof, registered in the name of the ParticipantParticipant (or such other person or entity), provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareShares, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Securityholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Securityholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue deliver to the Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company Holdings of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offeringwith the consent of the Committee, in unencumbered Shares shares of Holdings Common Stock owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, or (if permitted by the Committee and subject to such terms and conditions as it may determine) by surrender of outstanding awards under the Axle Holdings, Inc. Stock Incentive Plan, or (iii) in a combination of cash and Shares or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the Participantincluding by permitting broker’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable upon the cashless exercise of such Optionsprocedure). As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3Options, but subject to Section 6 below, Holdings shall deliver to the Company shall issue Employee a certificate or certificates representing the Shares shares of Holdings Common Stock acquired upon the exercise thereofof such Options, registered in the name of the ParticipantEmployee, provided that, if the CompanyHoldings, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareHoldings Common Stock, such certificates shall bear the appropriate legend. It is agreed that Employee may satisfy clause (a) above by delivering written notice to Holdings of his desire to pay the Option Price as described in the preceding sentence on or before the exercise date.

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant upon (a) the Participant’s written notice to the Company of exercise, ; (b) the Participant’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant for at least six (6) months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) at any time following a Public Offering, in a combination of cash and unencumbered Shares owned by the Participant for at least six months (or such other period as is required by applicable accounting standards to avoid a charge to earnings) having a combined Fair Market Value on the date of exercise equal to such Option Price, or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine determine; and (c) if such Options are exercised prior to a Public Offering, the Participant’s execution of the Stockholders Members Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the Participant’s execution of the Stockholders Members Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue a certificate or certificates representing the Shares acquired upon the exercise thereof, registered in the name of the Participant, ; provided that, that if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such Share, such certificates shall bear the appropriate legend.

Method of Exercise and Payment. All or part of the exercisable Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, (ii) at any time following a Public Offering, in unencumbered Shares owned by the Participant Employee for at least six (6) months (or such other longer period as is required by applicable accounting standards to avoid a charge to earnings) having a Fair Market Value on the date of exercise equal to such Option Price, (iii) in a combination of cash and Shares Common Stock or (iv) in accordance with such procedures or in such other form as the Committee shall from time to time determine and (c) if such Options are exercised prior to a Public Offering, the ParticipantEmployee’s execution of the Stockholders Agreement and the Registration Rights Agreement in order to become a party to such agreements with respect to the Shares shares of Common Stock issuable upon the exercise of such Options. As soon as practicable after receipt of a written exercise notice and payment in full of the exercise price of any exercisable Options and, if applicable, receipt of evidence of the ParticipantEmployee’s execution of the Stockholders Agreement and Registration Rights Agreement in accordance with this Section 3, but subject to Section 6 below, the Company shall issue deliver to the Employee a certificate or certificates representing the Shares shares of Common Stock acquired upon the exercise thereof, registered in the name of the ParticipantEmployee, provided that, if the Company, in its sole discretion, shall determine that, under applicable securities laws, any certificates issued under this Section 3 must bear a legend restricting the transfer of such ShareCommon Stock, such certificates shall bear the appropriate legend.