Common use of Method of Exercise of Options Clause in Contracts

Method of Exercise of Options. The Options shall be exercisable by the delivery to the Company of a written exercise notice in the form to be provided by Company, which shall state the number of Common Shares to be purchased pursuant to the Options. The purchase price of any Common Shares purchased on exercise of an Option shall be paid by Employee (or Employee's Personal Representative or Beneficiary, as the case may be) in full at the time of each purchase in one or a combination of the following methods: (i) in money, including by electronic funds transfer; (ii) by check payable to the order of the Company; (iii) to the extent permitted by applicable law, by a promissory note of Employee consistent with the requirements of Section 1.8 of the SIP, provided, however, that the Committee may in its absolute discretion limit Employee's ability to exercise an Option that is paid by a promissory note; or (iv) to the extent permitted by and consistent with the Company's Certificate of Incorporation (as amended) and applicable law, by notice and third party payment in such manner as may be authorized by the Committee or by the delivery of Common Shares already owned by Employee, provided, however, that the Committee may in its absolute discretion limit Employee's ability to exercise an Option by delivering such Common Shares. Common Shares that are permitted to be used to satisfy the exercise price of an Option shall be valued at their Fair Market Value on the date of exercise and shall have been beneficially owned by Employee for at least six months prior to such delivery. In the event that the Company determines that the Company (or any affiliate or subsidiary of Company) is required to withhold any tax as a result of the issuance, vesting, exercise, payment or disposition of any Options, the tax withholding obligation shall be satisfied in accordance with the provisions and terms of Section 4.5 of the SIP. Employee (or Employee's Beneficiary or Personal Representative) shall furnish any written statements required pursuant to Section 4.4 of the SIP.

Appears in 3 contracts

Samples: Termination Agreement (Gemstar Tv Guide International Inc), Employment Agreement (Gemstar Tv Guide International Inc), Employment Agreement (Gemstar Tv Guide International Inc)

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Method of Exercise of Options. The Options shall be exercisable by the delivery to the Company of a written exercise notice in the form to be provided by Company, which shall state the number of Common Shares to be purchased pursuant to the Options. The purchase price of any Common Shares purchased on exercise of an Option shall be paid by Employee Xxxx (or Employee's Xxxx'x Personal Representative or Beneficiary, as the case may be) in full at the time of each purchase in one or a combination of the following methods: (i) in money, including by electronic funds transfer; (ii) by check payable to the order of the Company; (iii) to the extent permitted by applicable law, by a promissory note of Employee Xxxx consistent with the requirements of Section 1.8 of the SIP, provided, however, that the Committee may in its absolute discretion limit Employee's Xxxx'x ability to exercise an Option that is paid by using a promissory note; or (iv) to the extent permitted by and consistent with the Company's Certificate of Incorporation (as amended) and applicable law, by notice and third party payment in such manner as may be authorized by the Committee or by the delivery of Common Shares already owned by EmployeeXxxx, provided, however, that the Committee may in its absolute discretion limit Employee's Xxxx'x ability to exercise an Option by delivering such Common Shares. Common Shares that are permitted to be used to satisfy the exercise price of an Option shall be valued at their Fair Market Value on the date of exercise and shall have been beneficially owned by Employee Xxxx for at least six months prior to such delivery. In the event that the Company determines that the Company (or any affiliate or subsidiary of Company) is required to withhold any tax as a result of the issuance, vesting, exercise, payment or disposition of any Options, the tax withholding obligation shall be satisfied in accordance with the provisions and terms of Section 4.5 of the SIP. Employee Xxxx (or Employee's Xxxx'x Beneficiary or Personal Representative) shall furnish any written statements required pursuant to Section 4.4 of the SIP.

Appears in 1 contract

Samples: Patent Rights Agreement (Gemstar Tv Guide International Inc)

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