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 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.

Method of Exercise and Payment. All or part of the exercisable The Options may be exercised by the Participant Employee upon (a) the ParticipantEmployee’s written notice to the Company of exercise, (b) the ParticipantEmployee’s becoming a party to the Management Stockholders Agreement and the Registration Rights Agreement with respect to the shares of Common Stock issuable upon exercise of such Option and (c) the Employee’s payment of the Option Price in full at the time of exercise (i) in cash or cash equivalents, including an assignment by the Employee to the Company of the right to receive cash proceeds from the sale of any Common Stock subject to the Option or (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 Optionsdetermine. 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 Management 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 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 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 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.